Svedbergs Group Rights Issue 2024

THE INFORMATION ON THIS WEBSITE CONSTITUTES ADVERTISING UNDER THE PROSPECTUS REGULATION (EU) 2017/1129.

Due to legal restrictions, the information contained in this section of the Svedbergs Group AB website is intended and available only to persons resident and located in Sweden and to authorized persons resident and located in jurisdictions outside Australia, Canada, Hong Kong, Japan, New Zealand and the United States. See also “Important Information” below.

About the Rights Issue

The Board of Directors of Svedbergs Group AB (publ) (“Svedbergs Group”), pursuant to the authorization granted by the Extraordinary General Meeting on 7 December 2023, has resolved to carry out a rights issue with preferential rights for existing shareholders of approximately SEK 406 million in order to partly repay credit facilities and at the same time strengthen the capital structure following the acquisition of Thebalux Holding B.V. (“Thebalux”) announced by Svedbergs Group on 27 October 2023 (the “Rights Issue”). On December 20, 2023, Svedbergs Group announced the terms of the Rights Issue and on December 22, 2023, Svedbergs Group published the prospectus for the Rights Issue.

The rights issue in brief¹

The rights issue comprises a maximum of 17,654,698 new B shares.
Shareholders in Svedbergs Group have preferential rights to subscribe for one (1) new share for every two (2) existing shares, i.e. a subscription ratio of 1:2.
The subscription price has been set at SEK 23 per new share, resulting in total issue proceeds of approximately SEK 406 million before issue costs, provided that the Rights Issue is fully subscribed.
The purpose of the Rights Issue is to partially amortize credit facilities and at the same time strengthen the capital structure following the acquisition of Thebalux.
The shareholder Stena Adactum AB, which is Svedbergs Group’s largest shareholder and represents approximately 40.6 percent of the shares and votes in Svedbergs Group, supports the decision on the Rights Issue and has, on customary terms, undertaken to subscribe for its pro rata share of the Rights Issue. The subscription commitment is not secured by, for example, bank guarantees.
Furthermore, If Skadeförsäkring AB and Nordea Fonder, which together represent approximately 26.6 percent of the shares and votes in Svedbergs Group, have expressed their support for the transaction and their intention to subscribe for their pro rata share of the Rights Issue.
Thus, shareholders representing 67.3 percent of the shares and votes in Svedbergs Group have committed or expressed their intention to subscribe for their pro rata share of the Rights Issue.

The subscription rights are expected to have an economic value. In order not to lose the value of subscription rights, the holder must either:

exercise the subscription rights received and subscribe for new Class B shares no later than January 19, 2024 at 15.00 CET, which is the last day of the subscription period; or
no later than January 16, 2024, which is the last day of trading in subscription rights on Nasdaq Stockholm, sell the subscription rights received that have not been exercised for subscription of new Class B shares.

Full terms and conditions of the rights issue and information about Svedbergs Group are presented in the prospectus regarding the Rights Issue which was published on December 22, 2023 and is available on this page under Documents.

The stated shareholdings are calculated as of November 30, 2023 taking into account Svedbergs Group’s holding of 14,361 own shares, which do not entitle to participation in the Rights Issue.

Background and reasons for the Rights Issue

On October 27, 2023, it was announced that Svedbergs Group had entered into an agreement to acquire Thebalux, a profitable company with a strong market position and over 25 years of experience in the Dutch bathroom market. On November 23, 2023, the acquisition was completed following approval from the relevant competition authorities. The fixed purchase price amounted to approximately EUR 50.6 million (equivalent to approximately SEK 578 million²), based on an agreed enterprise value on a cash and debt-free basis of approximately EUR 45 million (equivalent to approximately SEK 514 million) and a net cash position in the acquired company of approximately EUR 5.6 million (equivalent to approximately SEK 64 million). In addition, an additional purchase price amounting to a maximum of EUR 2.7 million (equivalent to approximately SEK 31 million) has been agreed. The size of the earn-out is based on Thebalux’s financial performance in 2023, 2024 and 2025 and will be paid in 2026. The acquisition of Thebalux is in line with Svedbergs Group’s strategy and is an important step in Svedbergs Group’s goal to become the leading bathroom group in Northern Europe.

In order to meet the liquidity needs of the combined operations of Svedbergs Group and Thebalux and to finance the acquisition of Thebalux, Svedbergs Group has increased its credit facilities by raising a bridge loan facility of SEK 550 million from Nordea Bank Abp, branch in Sweden. In order to partially repay the bridge loan facility and at the same time strengthen the capital structure after the acquisition of Thebalux, the Board of Directors of Svedbergs Group has decided on December 20, 2023 to carry out a new share issue with preferential rights for existing shareholders of approximately SEK 406 million.

²Total amounts in EUR converted at the exchange rate of November 22, 2023: EUR/SEK 11.4303.

Indicative timetable

22 December 2023	Estimated day for publication of the prospectus for the Rights Issue
28 December 2023	Last day of trading in the Svedbergs Group’s share including the right to receive subscription rights
29 December 2023	First day of trading in the Svedbergs Group’s share excluding the right to receive subscription rights
2 January 2024	RRecord date for the Rights Issue, i.e. shareholders who are registered in the share register on this date will receive subscription rights that entitle to participate in the Rights Issue
4 January–16 January 2024	Trading in subscription rights on Nasdaq Stockholm
4 January–19 January 2024 at 15:00 CET	Subscription period
4 January–29 January 2024	Trading in paid subscribed shares (BTA) on Nasdaq Stockholm
22 January 2024	Estimated day for announcement of the preliminary outcome of the Rights Issue
25 January 2024	Estimated day for announcement of the final outcome of the Rights Issue

Press releases

Documents

IMPORTANT INFORMATION The information on this webpage does not constitute any offer of securities in Svedbergs Group AB (”Svedbergs Group”). Any offer to participate in Svedbergs Group’s rights issue will only be made through the prospectus that Svedbergs Group published on [date]. The prospectus, which has been approved by the Swedish Financial Supervisory Authority (Finansinspektionen), is available above. The approval of the prospectus by the Swedish Financial Supervisory Authority should not be understood as an endorsement of the securities offered or admitted to trading on a regulated market. Potential investors should read the prospectus before making an investment decision in order to fully understand the potential risks associated with a decision to invest in the securities (see “Risk factors” in the prospectus). When an investor makes an investment decision, he/she must rely on his/her own analysis of Svedbergs Group and the offering in accordance with the prospectus, including applicable facts and risks. Investors should, before making an investment decision, engage own professional advisers and carefully evaluate and consider the investment decision. Investors may only rely on the information in the prospectus and any supplements to the prospectus.

This information on this webpage contains certain forward-looking information that reflects Svedberg Group’s present view of future events as well as financial and operational development. Words such as “intend”, “assess”, “expect”, “may”, “plan”, “believe”, “estimate” and other expressions entailing indications or predictions of future development or trends, not based on historical facts, constitute forward-looking information. Forward-looking information is inherently associated with both known and unknown risks and uncertainties as it depends on future events and circumstances. Forward-looking information is not a guarantee of future results or development and actual outcomes may differ materially from the statements set forth in the forward-looking information.