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HANZA AB (publ) (“HANZA” or the “Company”) intends to carry out a directed new share issue of maximum 3,500,000 shares to Swedish and international institutional, and other qualified, investors through an accelerated bookbuilding procedure (the “Directed New Share Issue”). HANZA has engaged Pareto Securities AB as Sole Global Coordinator and Sole Bookrunner (the “Manager”) to explore the conditions for carrying out the Directed New Share Issue.
Purpose
On 8 November, 2022, the Company announced a strategy for the coming years, “HANZA 2025”, with new financial goals, including reaching sales of SEK 5 billion in 2025 with an operating margin of 8 percent. The strategy also includes activities and investments to meet increased demand from existing customers in non-cyclical industries.
The net proceeds from the Directed New Share Issue are intended to be used for a cost-effective, rapid capacity increase of existing manufacturing facilities in Sweden, Estonia and Central Europe, with expanded production space and machinery.
Furthermore, the Directed New Share Issue makes it possible to broaden the current owner base to Swedish and international investors who intend to participate long-term in the Company’s continued growth journey.
The Directed New Share Issue
The subscription price and allocation of shares in the Directed New Share Issue will be determined through an accelerated bookbuilding procedure, which will commence immediately after publication of this press release and is expected to end prior to the commencement of trading on Nasdaq Stockholm on 17 November 2022. The total number of shares issued, the subscription price and allotment in the Directed New Share Issue will be determined by HANZA in consultation with the Manager. The Company will inform about the outcome of the Directed New Share Issue in a press release when the bookbuilding procedure has been completed. The bookbuilding procedure can, if the Company or the Manager chooses to do so, end earlier or later and can at any time be cancelled, thus the Company can, in whole or in part, refrain from executing the Directed New Share Issue.
The Company’s largest shareholder and board member, Gerald Engström has through his company Färna Invest AB, indicated an interest in subscribing for up to 500,000 shares in the Directed New Share Issue. Any allocation to Färna Invest AB will be conditioned by an approval from an extraordinary general meeting. In such case, notice of the extraordinary general meeting will be published through a separate press release.
The Directed New Share Issue is intended to be carried out with deviation from the shareholders’ preferential rights and, save for any allocation to Färna Invest AB, by virtue of the authorization granted by the annual general meeting held on 10 May 2022.
The Directed New Share Issue is intended to be carried out as a directed new share issue with deviation from the shareholders’ preferential rights to, in a timely and cost-effective manner, secure financing on favorable terms for the Company’s continued growth. The Board of Directors assesses that the need for additional capital is limited to such an extent that the costs for a preferential rights issue would be high in proportion to the capital raised. Furthermore, the delay from conducting a preferential rights issue could lead to loss of the opportunity to carry out potential acquisitions or other investments. The Board of Directors has, in the choice of type of share issue, considered it positive that HANZA’s shareholder base, through the Directed New Share Issue, is further strengthened and diversified among Swedish and international institutional, and other qualified, investors. The Board of Directors’ overall assessment is therefore that the reasons for conducting the Directed New Share Issue outweighs the reasons for the principal rule to issue shares to shareholders with preferential rights, and that a share issue with deviation from the shareholders’ preferential rights therefore lies in the interest of the Company and all of its shareholders. As the subscription price in the Directed New Share Issue will be determined in a bookbuilding procedure, it is the Board of Directors’ assessment that the subscription price is determined in accordance with market conditions.
Undertakings
In connection with the Directed New Share Issue, the Company has undertaken, with customary exceptions, not to issue additional shares for a period of 6 months after the announcement of the outcome in the Directed New Share Issue. All of the Company’s board members and senior executives have undertaken, with customary exceptions, not to sell or in other ways dispose their shares (and other securities) in the Company for a period of 90 calendar days after the announcement of the outcome of the Directed New Share Issue.
For further information please contact:
Erik Stenfors, CEO, Tel: +46-709 50 80 70, e-mail: erik.stenfors@hanza.com
Lars Åkerblom, CFO, Tel: +46-707 94 98 78, e-mail: lars.akerblom@hanza.com
