Cibus has completed a directed new share issue of 6,220,000 shares, raising ca SEK 886 million to finance the acquisition of a property portfolio of supermarkets from Coop
INSIDER INFORMATION: The board of directors of Cibus Nordic Real Estate AB (publ) ("Cibus" or the "Company") has, as announced in the Company's press release earlier today, and with authorisation from the extraordinary general meeting on 23 January 2020, resolved to carry out a new share issue of 6,220,000 shares, corresponding to approximately SEK 886 million (the "Directed New Share Issue"). The subscription price in the Directed New Share Issue was set to SEK 142.5 per share and has been determined through a so-called accelerated bookbuilding procedure, carried out by Pareto Securities AB and Swedbank AB (publ) (together the "Managers"). The Directed New Share Issue was heavily oversubscribed. Investors in the Directed New Share Issue are a number of Swedish and international institutional investors, including Clearance Capital, The Fourth Swedish National Pension Fund (AP4), Länsförsäkringar Fastighetsfond, Norron Asset Management, and Sensor Fonder. The proceeds from the Directed New Share Issue will be used to partially finance the acquisition of a property portfolio with 111 supermarkets located in Sweden, with an underlying property value of approximately SEK 1,900 million, from Coop (the "Acquisition") as the Company previously announced today. The proceeds from the Directed New Share Issue will also be used to finance future acquisitions in line with the Company's strategy.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, HONG KONG, JAPAN, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES. PLEASE REFER TO IMPORTANT INFORMATION AT THE END OF THE PRESS RELEASE.
Summary of the Directed New Share Issue
· The subscription price in the Directed New Share Issue was set to SEK 142.5 per share and has been determined through a so-called accelerated bookbuilding procedure which was carried out by the Managers.
· Through the Directed New Share Issue, Cibus will raise approximately SEK 886 million before transaction costs.
· The Directed New Share Issue was subscribed for by a number of Swedish and international institutional investors, among others Clearance Capital, The Fourth Swedish National Pension Fund (AP4), Länsförsäkringar Fastighetsfond, Norron Asset Management, and Sensor Fonder.
· Through the Directed New Share Issue, the number of outstanding shares in the Company will increase by 6,220,000 from 31,100,000 to a total of 37,320,000. The share capital will increase by EUR 62,200 from EUR 311,000 to EUR 373,200.
The Directed New Share Issue
The rationale for carrying out the Directed New Share Issue and for the deviation from the shareholders' preferential rights is to secure financing in a time- and cost-effective manner for the Acquisition that is expected to be completed before commencement of trading on Nasdaq First North Premier Growth Market on 5 March 2020. For additional information on the Acquisition, see the separate press release with headline "Cibus Nordic Real Estate AB (publ) moves into Sweden, announces intention to acquire a property portfolio with supermarkets from Coop and obtains new financing" that was published today. By determining the subscription price in the Directed New Share Issue through an accelerated bookbuilding procedure, it is the assessment of the board of directors that the subscription price will accurately reflect current market conditions and demand.
The subscription price in the Directed New Share Issue is set to SEK 142.5 per share and has been determined through the accelerated bookbuilding procedure carried out by the Managers. The subscription price in the Directed New Share Issue constitutes a discount of approximately 2.7 percent compared to the Cibus' last closing price on Nasdaq First North Premier Growth Market on 4 March 2020. Through the Directed New Share Issue, the Company will raise approximately SEK 886 million before transaction costs.
The Directed New Share Issue entails a dilution of approximately 16.7 percent of the number of shares and votes in the Company. Through the Directed New Share Issue, the number of outstanding shares will increase by 6,220,000 from 31,100,000 to 37,320,000. The share capital will increase by approximately EUR 62,200 from EUR 311,000 to EUR 373,200.
The board of directors' decision to carry out the Directed New Share Issue was made with the authorisation granted by the shareholders of the Company at the extraordinary general meeting on 23 January 2020.
In connection with the Directed New Share Issue, the Chairman of the board, Patrick Gylling (through a wholly-owned entity), board member Jonas Ahlblad and CEO Sverker Källgården have undertaken not to sell any of their shares in the Company for a period of 180 calendar days after the announcement of the outcome of the Directed New Share Issue, with customary exceptions.
The Company has also undertaken, with customary exceptions, not to propose or take any action that would entail an increase in the share capital, such as new issues or similar measures, for a period of 180 days, without the consent of the Managers.
Pareto Securities AB and Swedbank AB (publ) have been engaged as Joint Bookrunners. Baker & McKenzie is legal adviser to the Managers in connection with the Directed New Share Issue and Roschier is legal adviser to the Company in connection with the Directed New Share Issue.
This information is such that Cibus Nordic Real Estate AB (publ) is obliged to disclose pursuant to the EU Market Abuse Regulation. The information in this press release was released for public disclosure, through the agency of the contact person below, for publication at the point in time stated by Cibus' news distributor, beQuoted, at the publication of this press release. The contact person set out below can also be contacted for additional information.
For additional information, please contact:
Sverker Källgården, CEO, Cibus Nordic Real Estate AB (publ)
Telephone: +46 761 444 888
About Cibus Nordic Real Estate AB (publ)
Cibus is a real estate company listed on the Nasdaq First North Premier Growth Market in Stockholm. The Company's business idea is to acquire, develop and manage high quality properties in the Nordics with daily goods store chains as anchor tenants. The Company currently owns approximately 140 properties in Finland. The key tentants are Kesko, Tokmanni and S-Group. FNCA Sweden AB, +46(0)8-528 00 399 firstname.lastname@example.org, is appointed Certified Adviser.
Publication, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in the Company in any jurisdiction, neither from Cibus nor from anyone else.
This document does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States.
The information contained herein is not for publication or distribution, directly or indirectly, in or into Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, United States or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.
This announcement is not an offer to sell or a solicitation of any offer to buy or subscribe for any securities issued by Cibus AB (publ) (the "Company") in any jurisdiction where such offer or sale would be unlawful. In any EEA Member State that has implemented Regulation (EU) 2017/1129 (the "Prospectus Regulation"). This press release is not a prospectus for purposes of the Prospectus Regulation and has not been approved by any regulatory authority in any jurisdiction. The Company has not authorized any offer to the public of securities in any EEA member state and no prospectus has been or will be prepared in connection with the directed share issue (the "New Share Issue"). In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" (as defined in section 86(7) of the Financial Services and Markets Act 2000) and who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). Persons who are not relevant persons should not take any action on the basis of this document and should not act or rely on it.
This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the new shares. Any investment decision to buy or subscribe for new shares in the New Share Issue must be made solely on the basis of publicly available information, which has not been independently verified by the Managers. The Managers are acting for the Company in connection with the transaction and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the transaction or any other matter referred to herein.
This announcement does not constitute a recommendation concerning any investor's option with respect to the New Share Issue. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this announcement and publicly available information. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.
Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.
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.
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 Cibus 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 "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in Cibus may decline and investors could lose all or part of their investment; the shares in Cibus offer no guaranteed income and no capital protection; and an investment in the shares in Cibus 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 Share Issue.
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 (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in Cibus.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in Cibus and determining appropriate distribution channels.
Cibus Nordic Real Estate AB (publ) placerar ett seniort icke-säkerställt grönt obligationslån med rörlig ränta till ett belopp om 600 000 000 SEK med tre års löptid
Cibus Nordic Real Estate AB (publ) successfully places a three-year senior unsecured floating rate green bond loan of SEK 600 million
Cibus Nordic Real Estate AB (publ) annonserar mandat för en tilltänkt emission av ett SEK seniort icke-säkerställt grönt obligationslån med rörlig ränta
Cibus Nordic Real Estate AB (publ) annonserar härmed att man har mandaterat Swedbank AB (publ) att agera sole bookrunner för en tilltänkt emission av ett SEK seniort icke-säkerställt grönt obligationslån med rörlig ränta och att agera sole structuring advisor avseende det tillhörande gröna ramverket.
Cibus Nordic Real Estate AB (publ) announces mandate for a contemplated issuance of SEK denominated senior unsecured floating rate green bonds
Cibus Nordic Real Estate AB (publ) hereby announces that it has mandated Swedbank AB (publ) as sole bookrunner for a contemplated issue of SEK denominated senior unsecured floating rate green bonds and as sole structuring advisor in relation to the adhering green bond framework.
Cibus Nordic Real Estate AB (publ) ("Cibus" eller "Bolaget") har idag signerat avtal om förvärv av 18 dagligvarufastigheter uthyrda till S-gruppen, Kesko och Tokmanni. Tillträdet beräknas till den 2 juni 2020.
Cibus Nordic Real Estate AB (publ) ("Cibus" or the "Company") has today signed the acquisition of 18 properties leased to S Group, Kesko and Tokmanni. The transaction is targeted to close on June 2, 2020.
Cibus Nordic Real Estate AB (publ)
Januari - mars 2020 (jämfört med januari - mars 2019)
- Hyresintäkter uppgick till 14 040 TEUR (12 655).
- Driftnettot uppgick till 13 002 TEUR (12 124).
- Förvaltningsresultatet uppgick till 6 840 TEUR (7 625). Förvaltningsresultatet exkl valutakursförlust uppgick till 7 698 TEUR (7 625).
- Periodens resultat uppgick till 7 098 TEUR (8 912) vilket motsvarar 0,22 EUR (0,29) per aktie. Orealiserade värdeförändringar på fastigheter ingår i resultatet och uppgick till 1 609 TEUR (2 771). I periodens resultat ingår även en valutakursförlust om -858 TEUR (0).
Cibus Nordic Real Estate AB (publ)
January - March 2020 (compared with January - March 2019)
- Rental income amounted to EUR 14,040 thousand (12,655).
- Net operating income totalled EUR 13,002 thousand (12,124).
- Profit from property management was EUR 6,840 thousand (7,625). Profit from property management excluding currency losses amounted to EUR 7,698 thousand (7,625).
- Earnings after tax amounted to EUR 7,098 thousand (8,912), corresponding to EUR 0.22 (0.29) per share. Unrealised changes in property values totalling EUR 1,609 thousand (2,771) were included in profit. This profit for the period also includes a currency loss of EUR 858 thousand (0).
Organisationsbygget i Cibus Nordic Real Estate fortsätter med att bolaget anställt Peter Lövgren som CIO Sweden med ansvar för den svenska marknaden. Peter kommer rapportera till CEO Sverker Källgården och börjar sin anställning hos Cibus den 10/8.
Cibus Nordic Real Estate continue to build their organization by hiring Peter Lövgren as CIO Sweden, responsible for the Swedish operations. Peter will join Cibus on august 10th and will report to CEO Sverker Källgården.
Cibus Nordic Real Estate AB (publ) bjuder in till telefonkonferens/audiocast den 15 maj kl. 10:00. Bolagets VD, Sverker Källgården och CFO, Pia-Lena Olofsson, presenterar bolagets delårsrapport på engelska.
Cibus Nordic Real Estate AB (publ) invite to teleconference and audio cast on May 15, 2020 at 10.00 CEST. The company's CEO, Sverker Källgården, and CFO, Pia-Lena Olofsson, will present the interim report for the first quarter 2020 in English.
Aktieägarna i Cibus Nordic Real Estate AB (publ) ("Cibus" eller "Bolaget"), org. nr 559135-0599, kallas härmed till årsstämma fredagen den 24 april 2020 klockan 09.30 i City Conference Center, Norra Latins lokaler på Drottninggatan 71B, 111 23 Stockholm, Sverige.
The shareholders in Cibus Nordic Real Estate AB (publ) ("Cibus" or the "Company"), reg. no 559135-0599, are hereby invited to the annual general meeting on Friday, 24 April 2020, at 09:30 a.m., at City Conference Center, at the premises of Norra Latin at Drottninggatan 71B, 111 23 Stockholm, Sweden.
Styrelsen i Cibus Nordic Real Estate AB (publ), org. nr 559135-0599, utreder för närvarande möjligheterna till månatlig utdelning. Styrelsen avser att kalla till en extra bolagsstämma när denna utredning är klar. För årsstämman föreslår styrelsen därför endast beslut om den första kvartalsvisa utdelningen i juni om 0,22 EUR per aktie.
The board of directors of Cibus Nordic Real Estate AB (publ), reg. no. 559135-0599, are currently investigating the practicalities associated with monthly dividends payments. The board of directors will announce a notice to attend an extraordinary general meeting once this investigation has been completed. Therefore, the board of directors will only propose a resolution on distribution of dividends for the first quarterly dividend payment in June of EUR 0.22 at the annual general meeting.
The nomination committee's proposal regarding board of directors of Cibus Nordic Real Estate AB (publ)
Cibus Nordic Real Estate AB