THIS PRESS RELEASE MAY NOT BE ANNOUNCED, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, RUSSIA, BELARUS OR ANY OTHER JURISDICTION WHERE THE RELEASE, PUBLICATION OR DISTRIBUTION OF THE INFORMATION WOULD NOT COMPLY WITH APPLICABLE REGULATIONS OR REQUIRE REGISTRATION OR ANY OTHER MEASURE. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO ACQUIRE ANY SECURITIES IN LATVIAN FOREST COMPANY AB (PUBL). PLEASE ALSO SEE THE “IMPORTANT INFORMATION” SECTION BELOW.
Latvian Forest Company publishes issue memorandum
The Board of Directors of Latvian Forest Company AB (publ) (“Latvian Forest Company” or the “Company”) has prepared a Memorandum of Issue in connection with the upcoming rights issue of Class B shares (the “Rights Issue”) which was resolved by the Board of Directors on April 2, 2024 based on the authorization granted by the Annual General Meeting on June 26, 2023. The issue memorandum, application forms and other information regarding the Rights Issue are available on the Company’s website www.latvianforest.se and on Aktieinvest FK AB’s website www.aktieinvest.se. The Issue Memorandum will also be available on Spotlight Stock Market’s website www.spotlightstockmarket.com.
Summary of main issue terms
In total, the Rights Issue comprises a maximum of 3,333,047 new Class B shares and, upon full subscription, will provide the Company with SEK 27,330,985.40 before issue costs, which are estimated to amount to a total of approximately SEK 0.9 million. The number of shares after the Rights Issue will amount to a maximum of 39,996,568, of which 39,916,568 are Class B shares, and the number of votes will amount to a maximum of 40,716,568. The Rights Issue, at full subscription, entails a dilution of approximately 8.19% of the number of votes and 8.33% of the number of shares in the Company. The Rights Issue is subject to subscription commitments corresponding to approximately 16.15%.
The Rights Issue is made with preferential rights for the Company’s shareholders. For each share held, one (1) subscription right is received. Eleven (11) subscription rights entitle the holder to subscribe for one (1) new Class B share. The issue price is SEK 8.20 per new Class B share. Subscription of new shares may also be made without preferential rights.
The record date for the right to participate in the Rights Issue was 2024-04-09. The last day of trading including the right to subscribe rights was 2024-04-05. The subscription period runs from 2024-04-11 to 2024-04-25. The estimated date for announcement of the outcome of the Rights Issue is 2024-04-29.
Directly registered shareholders will receive issue accounts and relevant information and nominee-registered shareholders will receive information through their respective nominees/banks. More detailed instructions regarding subscription and which warrants are to be used can be found in the issue memorandum under the heading “Terms and conditions”.
For further information about the Rights Issue, please refer to the issue memorandum.
Trading in subscription rights and paid subscribed shares (“BTA”)
The subscription rights will be traded on Spotlight Stock Market from 2024-04-11 up to and including 2024-04-22. This means that subscription rights can be purchased by those who wish to participate in the Rights Issue with preferential rights or who wish to increase their participation by purchasing more subscription rights. Received subscription rights must therefore either be used for subscription of shares no later than 2024-04-25 or sold no later than 2024-04-22 in order not to expire. Trading in BTA will take place on Spotlight Stock Market from 2024-04-11 until the Rights Issue has been registered with the Swedish Companies Registration Office. Final registration of the Rights Issue is expected to take place in mid-May 2024.
Reasons for the Rights Issue
The Rights Issue is carried out to finance continued expansion through the acquisition of additional forest properties and to repay debts of approximately SEK 15 million.
Issuing Agent
The issuing agent in connection with the Rights Issue is Aktieinvest FK AB.
IMPORTANT INFORMATION
The publication or distribution of this press release may be subject to restrictions in certain jurisdictions. The recipients of this press release in jurisdictions where this press release has been published or distributed should inform themselves of and comply with such restrictions. This press release does not constitute an offer for the public to acquire, subscribe for or otherwise trade in shares or other securities in the Company in jurisdictions other than Sweden.
The information in this press release may not be announced, published or distributed, directly or indirectly, in or into the United States, Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, South Korea, Russia, Belarus or any other jurisdiction where the announcement, publication or distribution of the information would not comply with applicable laws and regulations or would require a prospectus, registration or other measures than those required under Swedish law. The information in this press release may also not be forwarded or reproduced in a manner that is contrary to such restrictions or would imply such requirements. Actions in violation of this instruction may constitute a violation of applicable securities legislation. Neither subscription rights, paid and subscribed shares nor new shares subscribed for in the Offer have been or will be registered under the United States Securities Act of 1933 as amended (the “Securities Act”) and may not be offered, subscribed, exercised, pledged, sold, resold, delivered or transferred, directly or indirectly, in or into the United States, except pursuant to an applicable exemption from the registration requirements of the Securities Act.
The information in this press release does not constitute an offer to acquire, subscribe for or otherwise trade in shares or other securities in Latvian Forest Company. This document has not been approved by any authority, and the information does not constitute a prospectus. In an EEA Member State, this announcement is only addressed to qualified investors in that Member State within the meaning of the Prospectus Regulation (2017/1129).
This communication may contain certain forward-looking statements. Such statements are all statements that do not relate to historical facts and they include expressions such as “believes”, “estimates”, “expects”, “assumes”, “anticipates”, “intends”, “may”, “continues”, “should” or similar. The forward-looking statements in this release are based on various estimates and assumptions, which in several cases are based on additional assumptions. Although the Company believes that these assumptions were reasonable at the time they were made, such forward-looking statements are subject to known and unknown risks, uncertainties and other material factors that are difficult or impossible to predict and that are beyond the Company’s control. Such risks, uncertainties and material factors could cause actual results to differ materially from those expressed or implied in this communication by the forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as of the date of this announcement and are subject to change without notice.