Diös Announces Terms for Rights Issue

ÖSTERSUND, Sweden, Dec. 28, 2016 /PRNewswire/ -- The extraordinary general meeting held on 21 December 2016 resolved to launch a rights issue and to authorize the board of directors, or a party appointed by and within the board of directors, to decide on the final terms of the rights issue. Diös' board of directors has on 27 December 2016 utilized this authority. The intention to raise capital through a rights issue was communicated in conjunction with Diös' announcement 22 November 2016 that the company had entered into an agreement to acquire a property portfolio from Castellum for SEK 4.5bn, considered a valuation of deferred tax liabilities of SEK 0.1bn. Assuming full subscription of the rights issue, the proceeds to Diös will be approximately SEK 1,853m before issue costs. The net proceeds from the rights issue will be used to partly finance the acquisition.

The rights issue in brief

• Shareholders in Diös have the preferential right to subscribe for four (4) new shares per five (5) existing shares held on the record date.

• The subscription price is SEK 31 per new share, corresponding to total issue proceeds of up to approximately SEK 1,853m before issue costs, assuming that the rights issue is fully subscribed.

• The record date to participate in the rights issue is 4 January 2017.

• The rights issue is fully guaranteed through subscription undertakings from existing shareholders of approximately 36 per cent and, for the amount not committed by shareholders, through underwriting commitments.

Terms and conditions for the rights issue

Those who are registered as shareholders in Diös by Euroclear Sweden on the record date 4 January 2017 have the preferential right to subscribe for new shares in relation to the number of shares held on the record date. For each share held in Diös one (1) subscription right is obtained. Five (5) subscription rights entitle to subscription of four (4) new shares. In addition, investors are offered to subscribe for shares without subscription rights. If not all shares are subscribed for with support of subscription rights, the board of directors will resolve on the allocation of shares subscribed for without subscription rights.

Assuming the rights issue is fully subscribed, Diös' share capital will be increased by a maximum of SEK 119,566,608, from current SEK 149,457,668 to a maximum of SEK 269,024,276 through the issuance of up to 59,783,304 new shares. After the rights issue, the number of shares in Diös will amount to a maximum of 134,512,438 shares. Shareholders who choose not to participate in the rights issue will have their ownership share in Diös diluted by a maximum of approximately 44 per cent, but are able to fully or partly financially compensate themselves for this dilution by selling their subscription rights.

The new shares in Diös are issued for a subscription price of SEK 31 per share. No commission will be charged. Subscription for new shares shall be made during the period from and including 9 January 2017 up to and including 23 January 2017. Diös' board of directors has the right to extend the subscription period. Any extension will be published by Diös through a press release no later than 23 January 2017.

Indicative timetable

Subscription undertakings and underwriting commitments                                              

AB Persson Invest, Backahill Inter AB and Bengtssons Tidnings Aktiebolag, which together represent approximately 36 per cent of the shares and votes in the company, have committed to subscribe for their respective pro-rata shares of the rights issue. Nordea and Swedbank have agreed to underwrite, subject to customary conditions, the remaining part of the rights issue. Thereby, the rights issue is fully guaranteed.

Financial and legal advisors

Nordea and Swedbank are joint global coordinators in the rights issue. Law Firm Glimstedt is legal advisor to Diös and Linklaters is legal advisor to the joint global coordinators in the rights issue. 

CONTACT:

For further information, please contact:

Knut Rost, CEO:

Phone: +46 10-470 95 01

E-mail: knut.rost@dios.se

Rolf Larsson, CFO:

Phone: +46 10-470 95 03

E-mail: rolf.larsson@dios.se

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SOURCE Diös Fastigheter