ITAB'S recapitalisation completed - the rights issue oversubscribed

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ITAB Shop Concept AB (publ) (“ITAB” or the “Company”) announces that ITAB’s recapitalization has been completed and that the rights issue of approximately MSEK 768, which is being carried out as part of ITAB’s recapitalization, (the “Rights Issue”) has been oversubscribed. The subscription period for the Rights Issue ended on 8 March 2021. The result of the Rights Issue shows that 101,557,689 class B shares, corresponding to approximately 99.2 per cent of the offered class B shares, were subscribed for by virtue of subscription rights. The remaining 825,741 class B shares have been allotted to those who have subscribed for class B shares without subscription rights. The Rights Issue is therefore fully subscribed and ITAB will receive proceeds amounting to approximately MSEK 768 through the Rights Issue, before issue costs. In addition, ITAB’s set-off issue, resolved upon at the extraordinary general meeting on 15 January 2021, (the “Set-off Issue”) has been fully subscribed and all of the Company’s class A shares have been reclassified to the corresponding number of class B shares, at the request of shareholders. Following the Rights Issue, the Set-off Issue and the reclassification of class A shares, the Company will have 218,100,192 class B shares outstanding.

 

The Rights Issue
The result shows that 101,557,689 class B shares, corresponding to approximately 99.2 per cent of the class B shares offered in the Rights Issue, have been subscribed for by the exercise of subscription rights. The remaining 825,741 class B shares that were not subscribed for with subscription rights have been allocated to those who have subscribed for class B shares without subscription rights in accordance with the principles described in the prospectus. Interest in the Rights Issue has been high and consequently the Rights Issue was oversubscribed by 124.2 per cent. The Rights Issue is thus fully subscribed and none of the guarantee commitments have been utilized.

Notification regarding allotment of class B shares which have been subscribed for without subscription rights will be distributed today on 12 March 2021 by a settlement note. Subscribed and allotted new class B shares shall be paid in cash in accordance with the instructions on the settlement note. Nominee registered shareholders will receive notification regarding allotment of shares in accordance with the respective nominee’s procedures.

ITAB will receive proceeds of approximately MSEK 768 through the Rights Issue before issue costs. The share capital of ITAB will, as a result of the Rights Issue increase by SEK 42,659,983.9, from SEK 42,659,983.9 to a total of SEK 85,319,967.8. The total number of class B shares will increase by 102,383,430 new class B shares as a result of the Rights Issue.

New class B shares subscribed for with subscription rights are expected to be registered by the Swedish Companies Registration Office on or around 17 March 2021 and the new class B shares are expected to start trading on Nasdaq Stockholm on or around 22 March 2021, provided that registration has taken place.

Andréas Elgaard, President & CEO at ITAB commented:
We are proud that existing shareholders so clearly support the rights issue and we see this as an indication of trust in ITAB’s transformation plan. We are now seeing the end of a long process and I would like to thank all shareholders, the board and the Macquarie, Vinge, ITAB and Nordea team for all of the hard work and a great collaboration that resulted in an oversubscribed rights issue. I look forward to being able to focus our efforts at establishing ITAB as the leading European solution provider.

 

The Set-off Issue
The Board of Directors has, today on 12 March 2021, decided upon allocation in the Set-off Issue resolved upon at the extra general meeting on 15 January 2021. The Set-off Issue is directed to Pomona-gruppen AB (closely related to the board member Fredrik Rapp), VIEM Invest AB (closely related to the board member Anna Benjamin), and Övre Kullen AB (closely related to the board member Petter Fägersten) to repay the portion of the shareholder loans of a total amount of MSEK 140 granted to ITAB in July 2020, that is not repaid in cash with net issue proceeds from the Rights Issue. The Set-off Issue entails that ITAB’s share capital is increased by SEK 5,555,583.8 by issuing a total of 13,333,332 new class B shares.

New class B shares subscribed for in the Set-off Issue are expected to be registered by the Swedish Companies Registration Office on or around 17 March 2021 and are expected to start trading on Nasdaq Stockholm on or around 22 March 2021, provided that registration has taken place.

 

Reclassification of all class A shares in ITAB
The holders of class A shares in the Company, Pomona-gruppen AB, Petter Fägersten and Övre Kullen AB have, in accordance with the Company’s articles of association, in February 2021 requested reclassification of all their class A shares, amounting to a total of 22,166,400, to class B shares at a ratio of 1:1. As a result, the Board of Directors has today on 12 March 2021, resolved to reclassify class A shares to class B shares. Following the registration of the reclassification, the Company will only have class B shares outstanding. Each class B share entitles to one vote at general meetings.

The reclassification is expected to be registered by the Swedish Companies Registration Office on or around 17 March 2021 and the new class B shares are expected to start trading on Nasdaq Stockholm on or around 24 March 2021.

Following the Rights Issue, the Set-off Issue, and the reclassification of the class A shares, the Company will have 218,100,192 class B shares outstanding and a share capital of SEK 90,875,551.6.

 

Advisors
Macquarie Capital (Europe) Limited (“Macquarie Capital”) is acting as the lead financial adviser to ITAB and Nordea is acting as co-adviser to ITAB. Macquarie Capital and Nordea are acting as Joint Global Coordinators and Joint Bookrunners in the Rights Issue. Macquarie Capital is authorised and regulated in the United Kingdom by the Financial Conduct Authority. Macquarie Capital and Nordea are acting for ITAB only in connection with the Rights Issue and no one else, and will not be responsible to anyone other than ITAB for providing the protections offered to clients nor for providing advice in relation to the Rights Issue, the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement. Vinge is acting as legal adviser to ITAB.

For further information, please contact:
ITAB Shop Concept AB
CEO Andréas Elgaard
Telephone: +46 36 31 73 00
Mobile: +46 73 232 16 35
Box 9054, SE-550 09 JÖNKÖPING
Telephone: +46 36 31 73 00
itab.com, itabgroup.com

 

The information was submitted for publication, through the agency of the contact person set out above, at 16.30 CET on 12 March 2021.

About ITAB
AT ITAB we help customers turn consumer brand experience into physical reality with our know-how, solutions and ecosystem of partners. We co-create with our customers, efficient retail solutions that deliver convenient and inspiring consumer experiences. The offer includes consultative design services, custom-made interiors, checkout systems, consumer guidance solutions, professional lighting systems and interactive digital solutions for the physical store. ITAB has approximately 3,030 employees and net sales in 2020 amounted to SEK 5,323 million. The company’s B share is listed on Nasdaq Stockholm.

 

Important information
In certain jurisdictions, the publication, announcement or distribution of this press release may be subject to restrictions according to law and persons in such jurisdictions where this press release has been published or distributed should inform themselves, observe and abide by such restrictions. The recipient of this press release is responsible for using this press release, and the information herein, in accordance with applicable rules in the respective jurisdiction.

This press release does not contain or constitute an invitation nor offer to acquire, sell, subscribe for or otherwise trade in shares, subscription rights or other securities in ITAB. Invitation to the persons concerned to subscribe for shares in ITAB will only be made by means of the prospectus that ITAB has published on the Company’s website, following the approval and registration thereof by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen). The prospectus will contain, among other things, risk factors, financial information as well as information regarding the Company’s Board of Directors. This press release has not been approved by any regulatory authority and is not a prospectus and accordingly, investors should not subscribe for or purchase any securities referred to in this press release except on the basis of information contained in the prospectus to be published by ITAB.

This press release is not directed to persons located in the United Kingdom, the United States, Canada, Japan, Australia, Hong Kong, New Zealand, Singapore, South Africa or in any other jurisdiction where the offer or sale of the subscription rights, paid subscribed shares (Sw. betalda tecknade aktier) or new shares is not permitted. This press release may not be released, published or distributed, directly or indirectly, in or into the United Kingdom, the United States, Canada, Japan, Australia, Hong Kong, New Zealand, Singapore, South Africa or any other jurisdiction where such measure is wholly or partially subject to legal restrictions or where such measure would require additional prospectuses, offer documents, registrations or any other measure in addition to what is required under Swedish law. The information in this press release may not be forwarded, reproduced or disclosed in such a manner that would contravene such restrictions or would require such additional prospectuses, offer documents, registrations or any other measure. Failure to comply with this instruction may result in a violation of the United States Securities Act of 1933, as amended, (the “Securities Act”) or laws applicable in other jurisdictions. No public offering of subscription rights, paid subscribed shares or new shares is made in the United States. There is no intention to register any securities referred to herein in the United States or to make a public offering in the United States.

Any offering of the securities referred to in this press release will be made by means of a prospectus. This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (together with any related implementing and delegated regulations, the “Prospectus Regulation”). Investors should not invest in any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus.

In any EEA Member State other than Sweden, this press release is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State.

Matters discussed in this press release may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and 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 these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond the Company’s control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this press release by such forward-looking statements.

The information, opinions and forward-looking statements contained in this press release speak only as at its date, and are subject to change without notice.