NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO
Press release
The Board of Directors of
Nivika's Board of Directors (the "Board") has, in accordance with the Company's press release earlier today, resolved on its directed new share issue of 19,736,842 shares, at a subscription price of
Nivika assesses, based on the unforeseen and rapid change in the interest rate environment as well as current market views of future interest rates, that Nivika's growth ambitions are challenged by higher financial costs and the uncertainty around the upcoming bond maturities. Therefore, the Board believes that it is a priority to strengthen the balance sheet and the interest coverage ratio, improve cash flow and increase the financial flexibility through the Share Issue. Furthermore, Nivika is experiencing a strong rental market with good demand from existing and new tenants for both residential and commercial properties and has the ambition to continue working towards a strengthened balance sheet.
The Board has carefully considered the option to raise the proceeds through a rights issue and makes the assessment that there are currently several reasons why it is preferable for the Company and the shareholders to raise the proceeds through its directed new share issue. A rights issue would entail higher total costs for the Company, mainly due to the procurement of a guarantee consortium, especially in the current volatile market environment. Furthermore, a rights issue would be significantly more time consuming, which would have a negative impact on the Company's ability to act and on its financial situation, and thus lead to generally higher risks in the prevailing, volatile, financing market where the Board's and the Company's ambition is to strengthen the financial position. Furthermore, a rights issue would likely lead to higher dilution for non-participating shareholders. Against this background, the Board's overall assessment is that, in this particular case, the reasons for carrying out the Share Issue in this manner overweigh the principal rule that new share issues shall be carried out with pre-emptive rights for existing shareholders, and that a new share issue with deviation from the shareholders' pre-emptive rights is in the interest of the Company and all shareholders.
The Company's outstanding bonds currently amount to a total of
The Share Issue has been carried out with deviation from the shareholders' pre-emptive rights and has been resolved by the Board subject to subsequent approval from the EGM which is planned to be held around the
The Company's board members and senior executives have, towards the Joint Bookrunners, subject to customary exemptions, agreed to not divest any shares in Nivika during a period of 180 calendar days from the first settlement date of the Share Issue.
Participants in the Share Issue were a number of professional and institutional investors, including
The Share Issue implies that the total number of shares in Nivika increases by 19,736,842, from 58,170,205 to 77,907,047, the total number of votes increases by 19,736,842, from 282,133,405 to 301,870,247 and that the share capital increases by
Advisers
For further information, please contact:
Mobile: +46 70 516 75 22
Email: niclas@nivika.se
Mobile: +46 70 614 20 20
Email: kristina@nivika.se
This information constitutes insider information that
About Nivika
Nivika is a property company based in Småland with focus on long-term ownership, efficient new development and an investment strategy that aims to be flexible and adaptable towards the property market. The Company's main operations consist of owning, managing and developing properties. The Company is mainly present in regions such as Jönköping, Värnamo, Växjö, as well as in western
Please read more at www.nivika.se
Important information
This press release is not and does not form a part of any offer for sale of securities. Copies of this communication may not be made in, and may not be distributed or sent into,
The securities referred to in this announcement have not been and will not be registered under the
The securities referred to herein have not been and will not be registered under the applicable securities laws of
This press release is not a prospectus for purposes of Prospectus Regulation (EU) 2017/1129 of the
In the
Any investment decision in connection with the directed new share issue must be made on the basis of all publicly available information relating to the Company and the issued shares. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in the Company or the new shares.
None of the Company, the Joint Bookrunners or any of their respective affiliates directors, officers, employees, agents, affiliates or advisers is under any obligation to update, complete, revise or keep current the information contained in this press release to which it relates or to provide the recipient of with access to any additional information that may arise in connection with it.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements that reflect the Company's intentions, beliefs, or current expectations about and targets for the Company's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intend", "may", "plan", "estimate", "will", "should", "could", "aim" or "might", or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless it is not required by law or Nasdaq First North Growth Market rule book for issuers.
INFORMATION TO DISTRIBUTORS
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in Nivika have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment"). Solely for the purposes of each manufacturer's product approval process in the
in the shares in Nivika is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the directed new share issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II or
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in Nivika and determining appropriate distribution channels.
Every care has been taken into consideration when translating this press release into English. In the event of differences between the English version and the Swedish original, the Swedish version shall apply.
https://news.cision.com/nivika-fastigheter-ab/r/nivika-has-carried-out-its-directed-new-share-issue-of-class-b-shares--raising-proceeds-of-approxima,c3741640
https://mb.cision.com/Main/20845/3741640/1945513.pdf
(c) 2023 Cision. All rights reserved., source