John Mattson announces terms for the fully guaranteed rights issue of approximately SEK 1,251 million

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, THE UNITED STATES OR ANY OTHER COUNTRY OR JURISDICTION TO WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD VIOLATE APPLICABLE LAWS OR REGULATIONS OR WOULD REQUIRE THE PREPARATION OR REGISTRATION OF ADDITIONAL DOCUMENTATION OR REQUIRE ANY OTHER ACTION TO BE TAKEN, IN ADDITION TO THE REQUIREMENTS OF SWEDISH LAW. THIS PRESS RELEASE IS NOT A PROSPECTUS BUT AN ANNOUNCEMENT IN CONNECTION WITH THE PLANNED NEW ISSUE OF SHARES WITH PREFERENTIAL RIGHTS FOR JOHN MATTSON'S SHAREHOLDERS. PLEASE SEE ”IMPORTANT INFORMATION” AT THE END OF THIS PRESS RELEASE.

On 18 October 2023, the Board of Directors of John Mattson Fastighetsföretagen AB (publ) (”John Mattson” or ”the Company”) resolved upon a new share issue with preferential rights for existing shareholders (the “Rights Issue”), conditional upon approval by an Extraordinary General Meeting to be held on 21 November 2023. The Board of Directors of John Mattson has today, 15 November 2023, decided on the terms for the Rights Issue.

The Rights Issue in brief

• The Rights issue comprises a maximum of 37,896,965 new shares.
• Shareholders in John Mattson has preferential rights to subscribe for one (1) new share per one (1) existing share.
• The subscription price has been set to SEK 33 per share which will result in a total issue proceeds of approximately SEK 1,251 million before deduction of costs related to the Rights Issue.
• The subscription period will run from 27 November 2023 up to and including 11 December 2023.
• The purpose of the Rights Issue is to:
  • strengthen the Company’s balance sheet by amortization of interest-bearing debt to an amount of approximately SEK 1,100 million; and
  • finance value-creating investments in apartment upgrades and energy cost-saving investments in order to reduce energy consumption in the Company’s properties and increase the share of sustainable energy sources at a total amount of approximately SEK 150 million
• The Rights Issue is fully guaranteed through subscription undertakings and guarantee commitments from John Mattson's largest shareholders AB Borudan Ett and Tagehus Holding AB, which together own approximately 50.9 per cent of the number of shares and votes in the Company. Additionally, AB Borudan Ett and Tagehus Holding AB have undertaken to vote in favour of the Rights Issue at the Extraordinary General Meeting.
• Carnegie Fonder and PriorNilsson Fonder together holding shares comprising approximately 12.2 per cent of the number of shares and votes in the Company have communicated that they are in favour of the Rights Issue and intend to support the Rights Issue.
• The Rights Issue is conditional upon approval of the Board of Directors decision by an Extraordinary General Meeting to be on held 21 November 2023.

Terms of the Rights Issue
Those who, on the record date 23 November 2023 are registered by Euroclear Sweden as shareholders in John Mattson, will receive one (1) subscription right for each share held in John Mattson. One (1) subscription right entitle the holder to subscribe for one (1) new share. Application for subscription of new shares can also be made without subscription rights.

Should all shares not be subscribed for by virtue of subscription rights by contemporary payment, the Board of Directors shall, within the framework of the Rights Issue's maximum amount, decide on the allocation of shares which have not been subscribed for by virtue of subscription rights. In such case, shares shall firstly be allotted to those who have also applied for subscription and subscribed for shares by virtue of subscription rights, irrespective of whether or not they were shareholders on the record date, 23 November 2023, pro rata in relation to the number of subscription rights exercised for subscription of shares or, to the extent not possible, through the drawing of lots. Secondly, allotment shall be made to others who have applied for subscription of shares without exercising subscription rights pro rata in relation to the number of shares stated in the respective application form or, to the extent not possible, through the drawing of lots. Lastly, allotment shall be made to AB Borudan Ett och Tagehus Holding AB in accordance with their respective guarantee commitments. As a confirmation of the allotment of new shares subscribed for without subscription rights, a contract note will be sent to directly registered shareholders on or around 14 December 2023. Notification will only be sent to those who have been allotted shares.

The Rights issue will, assuming fully subscribed, increase John Mattson’s share capital with a maximum of SEK 12,632,321.69, from the current SEK 12,632,321.69 to SEK 25,264,643.38, through the issuance of a maximum of 37,896,965 new shares.

The subscription price has been set to SEK 33 per share. Providing that the Rights Issue is fully subscribed John Mattson will raise approximately SEK 1,251 million before deduction of costs related to the Rights Issue. Upon full subscription of the Rights Issue, the number of shares in John Mattson will increase with 37,896,965 shares, from 37,896,965 outstanding shares to not more than 75,793,930 outstanding shares, which corresponds a dilution¹ of 50 per cent of the number of outstanding shares and votes in the Company. Shareholders who choose not to participate in the Rights Issue will have the possibility to fully or partly compensate for the economic dilution effect by either selling their subscription rights and/or sell current shares to the required extent to finance the subscription of new shares with the support of received subscription rights.

The record date for determining who is entitled to receive subscription rights in the Rights Issue is 23 November 2023. The shares in the Company will be traded including the right to receive subscription rights up to and including 21 November 2023. The shares will be traded excluding the right to receive subscription rights from and including 22 November 2023. Trading of subscription rights will take place on Nasdaq Stockholm during the period from and including 27 November 2023 up to and including 6 December 2023. The subscription period will run from and including 27 November 2023 up to and including 11 December 2023, or the later date decided by the Board of Directors.

Trading in paid subscribed shares (BTA) regarding shares subscribed for with subscription rights will take place on Nasdaq Stockholm during the period from and including 27 November 2023 up to and including 18 December 2023.

Extraordinary General Meeting
The Extraordinary General Meeting to approve the Board of Director’s resolution regarding the Rights Issue and to resolve to amend John Mattson’s articles of association regarding limitations to allowed share capital and number of shares is to be held on 21 November 2023 at 2:00 pm in Malmstensalen at Campus Lidingö (Malmstenskolan), Larsbergsvägen 8, Lidingö. Notice to attend the Extraordinary General Meeting is available at John Mattson’s website johnmattson.se.

Subscription undertakings and guarantee commitments
John Mattson's largest shareholders AB Borudan Ett and Tagehus Holding AB, which together own approximately 50.9 per cent of the number of shares and votes in the Company, have undertaken to vote in favour of the Rights Issue at the Extraordinary General Meeting and to subscribe for their respective shares in the Rights Issue. In addition, AB Borudan Ett and Tagehus Holding AB have together undertaken, pro rata in relation to their respective shareholdings, to guarantee, free of charge, the part of the Rights Issue that is not covered by subscription undertakings on customary terms. Thus, the Rights Issue is covered in its entirety by subscription undertakings and guarantee commitments.

Neither the subscription undertakings nor the guarantee commitments mentioned above are secured by bank guarantees, blocked funds, pledges or similar arrangements.

In addition, Carnegie Fonder and PriorNilsson Fonder together holding shares comprising approximately 12.2 per cent of the number of shares and votes in the Company have communicated that they are in favour of the Rights Issue and intend to support the Rights Issue.

Indicative timetable for the Rights Issue

Extraordinary General Meeting                                                                                               21 November 2023

Last day for trading in the Company's shares including the right to receive
subscription rights                                                                                                                   21 November 2023

First day of trading in the Company's shares without subscription rights                               22 November 2023

Expected date of publication of the prospectus                                                                       22 November 2023

Record date for the right to receive subscription rights in the Rights Issue                            23 November 2023

Trading in subscription rights                                                                                                  27 November – 6 December 2023

Subscription period                                                                                                                  27 November – 11 December 2023

Trading in paid subscribed shares (BTA)                                                                                27 November – 18 December 2023

Preliminary outcome of the Rights Issue is announced                                                           12 December 2023

Final outcome of the Rights Issue is announced                                                                     14 December 2023

Prospectus
Further information regarding the Rights Issue and the Company will be provided in the prospectus which is expected to be published on or around 22 November 2023.

Financial and legal advisors
Carnegie Investment Bank AB (publ) and Handelsbanken Capital Markets are Joint Global Coordinators, Swedbank AB (publ) is Joint Bookrunner and Wigge & Partners is legal advisor to John Mattson in connection with the Rights Issue.

Lidingö 15 November 2023
John Mattson Fastighetsföretagen AB (publ)

For more information, please contact:
Per Nilsson, CEO, John Mattson
+46 8 613 35 02, [email protected]

Per-Gunnar (P-G) Persson, Chairman of the Board, John Mattson
+46 73 411 12 22, [email protected]

This information is information that John Mattson is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 9:00 p.m.CET on 15 November 2023.

About John Mattson Fastighetsföretagen AB (publ)
John Mattson is a residential real estate company with 4,300 rental apartments and commercial premises in the Stockholm region; Lidingö, Sollentuna, Stockholm, Nacka and Upplands Väsby. The property value amounted to SEK 14.2 billion on September 30, 2023. The Company's strategy focuses on management, refinement, densification and acquisitions. Our vision is to create good living environments over generations. This means that we want to offer a well-functioning everyday life for everyone, through management with a holistic perspective and proximity to tenants, and through the development of safe and attractive living environments and local communities. The John Mattson share is listed as JOMA on the Nasdaq Stockholm Mid Cap list. Read more at: johnmattson.se/in-english.

Important information
This press release does not constitute 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 related delegated and implementing regulations, the ”Prospectus Regulation”). Any offering of the securities referred to in this press release will be made by means of a prospectus. Investors should not subscribe for or purchase any securities referred to in this press release except on the basis of the information contained in the prospectus to be published.

This press release does not contain or constitute an invitation or an offer to acquire, sell, subscribe for or otherwise trade in shares, subscription rights or other securities in John Mattson. An invitation to the persons concerned to subscribe for shares in John Mattson will only be made through the prospectus that John Mattson intends to publish on the Company's website, after approval and registration by the Swedish Financial Supervisory Authority. The prospectus will contain, among other things, risk factors, financial information and information about the Company's Board of Directors. This press release has not been approved by any regulatory authority and is not a prospectus. Investors should not subscribe for or purchase any securities referred to in this press release except on the basis of the information contained in the prospectus to be published.

The publication, release or distribution of this press release may, in certain jurisdictions, be subject to legal restrictions and persons in the jurisdictions in which this press release has been published or distributed must inform themselves about and observe such legal restrictions. The recipient of this press release is responsible for using this press release and the information contained herein in accordance with the applicable rules in each jurisdiction.

This press release is not intended for persons residing in Australia, Hong Kong, Japan, Canada, New Zealand, Singapore, South Africa, the United States or any other country or jurisdiction where the offer or sale of subscription rights, paid subscribed shares or new shares is prohibited. This press release may not be announced, published or distributed, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, the United States or any other country or jurisdiction where such action is wholly or partly subject to legal restrictions or where such action would require additional prospectuses, registration or other measures in addition to those required by Swedish law. Nor may the information in this press release be forwarded, reproduced or displayed in a manner that contravenes such restrictions or that would require additional prospectuses, registration or other measures in addition to those required by Swedish law. Neither Handelsbanken, Carnegie nor Swedbank will engage in transactions or cause or attempt to cause the purchase or sale of any securities in or into the United States in connection with the Rights Issue. Actions in violation of the restrictions may constitute a violation of the United States Securities Act of 1933, as amended (the ”Securities Act”) or applicable laws in other jurisdictions. No subscription rights, paid subscribed shares or new shares have been or will be registered under the Securities Act, as amended from time to time, or applicable securities legislation in any state or other jurisdiction in the United States and no subscription rights, paid subscribed shares or new shares may, directly or indirectly, be exercised, offered, sold, resold, delivered or otherwise transferred in or into the United States, except pursuant to an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable securities legislation in the relevant state or other jurisdiction in the United States. No offer to the public of subscription rights, paid subscribed shares or new shares is being made in the United States. There are no plans to register any securities mentioned in this press release in the United States or to make a public offering in the United States.

This press release is distributed and directed only to (i) persons outside the United Kingdom or (ii) investment professionals falling within the definition of ”investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) (the ”Order”) or (iii) high net-worth entities within the meaning of Article 49(2)(a) to (d) of the Order, and other persons to whom this press release may lawfully be communicated (all such persons together being referred to as ”relevant persons”). Any investment to which this press release relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action based on this press release and should not act or rely on it.

Within the European Economic Area (”EEA”), no public offering of securities is being made in any Member State other than Sweden. In other member states of the European Union (”EU”), such an offer can only be made in accordance with exemptions in the Prospectus Regulation. In other countries in the EEA that have implemented the Prospectus Regulation in national legislation, such an offer can only be made in accordance with an exemption in the Prospectus Regulation and/or in accordance with any relevant implementation measure. In other EEA Member States that have not implemented the Prospectus Regulation in national legislation, such an offer can only be made in accordance with the applicable exemption in the national legislation.

This press release may contain certain forward-looking statements. Words such as ”intended”, ”assessed”, ”expected”, ”may”, ”plan”, ”believe”, ”estimate”, ”could” and other expressions that are indications or predictions of future developments or trends, and that are not based on historical facts, constitute forward-looking statements. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they depend on future events and circumstances. Forward-looking statements do not guarantee future results or developments and actual results may differ materially from those expressed or implied by the forward-looking statements in this press release.

This press release has been issued by John Mattson and is the sole responsibility of the Company. No representation or warranty, express or implied, is made by or on behalf of Handelsbanken, Carnegie or Swedbank or any of the Company’s, Handelsbanken’s, Carnegie’s or Swedbank’s respective group companies or any of their respective directors, officers or employees or any other person as to the accuracy, completeness or fairness of the information contained in this press release or any other information made available to any party or its advisers.

The information, opinions and forward-looking statements contained in this press release are valid only as of this date and are subject to change without notice. The Company undertakes no obligation to publicly update or revise any forward-looking information as a result of new information, future events or similar circumstances, other than as required by applicable law.