Nobia publishes prospectus regarding the rights issue, certain new financial information included in the prospectus and provides trading update

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION IN THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SOUTH AFRICA, SWITZERLAND OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OF ANY OTHER MEASURE IN ACCORDANCE WITH APPLICABLE LAW.

Publication of prospectus

The prospectus regarding the fully underwritten rights issue in Nobia AB (publ) (“Nobia” or the “Company”) of approximately SEK 1,262 million, which was resolved by Nobia’s Board of Directors on 20 February 2024 and approved by the Extraordinary General Meeting on 26 March 2024, has today been approved and registered by the Swedish Financial Supervisory Authority. The prospectus is available on Nobia’s website, www.nobia.com, together with all other information related to the rights issue. The prospectus will also be made available on the Swedish Financial Supervisory Authority's website www.fi.se.

Application forms can be obtained from Nobia (www.nobia.com) or from Carnegie (www.carnegie.se), from the first day of the subscription period, on 3 April 2024.

New financial information included in the prospectus

The prospectus contains certain financial information regarding Nobia’s capitalization, financial indebtedness and contingent liabilities as at 29 February 2024 that has not previously been published. The new financial information is presented below. The information has not been reviewed by Nobia’s auditor.

Capitalization

	As at 29 February 2024
MSEK
Total current debt (including current portion of non-current debt):			5,085
Guaranteed			-
Secured1)			1,827
Unguaranteed/unsecured2)			3,258
Total non-current debt (excluding current portion of non-current debt):			4,645
Guaranteed			-
Secured3)			2,087
Unguaranteed/unsecured4)			2,558
Shareholders’ equity:			4,328
Share capital			57
Legal reserve(s)5)			317
Other reserves6)			3,954
Total			14,058

^{1) Current debt is secured by shares in subsidiaries and trademarks.}

^{2) Current debt unguaranteed/unsecured consist of the current portion of liabilities to credit institutions, lease liabilities, trade payables and other liabilities and provisions that are normal in the business.}

^{3) Non-current debt that is secured consist of liabilities to credit institutions and pension obligations. Non-current debt is secured by shares in subsidiaries and trademarks.}

^{4) Non-current debt unguaranteed/unsecured consist of lease liabilities, pension provisions and other liabilities and provisions that are normal in the business.}

^{5) Legal reserve(s) include reserves, which relate to exchange rate differences from foreign operations of SEK 335 million and cash flow hedges after tax of SEK (18) million excluding the effects of the period on legal reserve(s).}

^{6) Other reserves include other contributed capital of SEK 1,459 million and retained earnings of SEK 2,459 million excluding profit for the period.}

Financial indebtedness

	As at 29 February 2024
MSEK
A. Cash			183
B. Cash equivalents			-
C. Other current financial assets			9
D. Liquidity (A+B+C)			192
E. Current financial debt (including debt instruments, but excluding current portion of non-current financial debt)1)			386
F. Current portion of non-current financial debt			1,550
G. Current financial indebtedness (E + F)			1,936
H. Net current financial indebtedness (G – D)			1,744
I. Non-current financial debt (excluding current portion and debt instruments)2)			4,569
J. Debt instruments			-
K. Non-current trade and other payables			-
L. Non-current financial indebtedness (I + J + K)			4,569
M. Total financial indebtedness (H + L)			6,313

^{1) Includes current lease debt amounting to SEK 386 million.}

^{2) Includes non-current lease debt amounting to SEK 2,169 million.}

Contingent liabilities

As at 29 February 2024, the group’s contingent liabilities amounted to SEK 280 million and SEK 4,256 million for Nobia. The contingent liabilities consist of sub-contractor guarantees, pension liabilities, bank guarantees for loans and other guarantees, and other considerations that arise in normal commercial operations.

Trading update

The following trading update, including an approximate and preliminary indication of the Company’s organic sales development and EBIT margin for the period January–March 2024, is included in the prospectus:

Based on the development in January and February 2024, Nobia's organic sales development and EBIT margin in the first quarter of 2024 is expected to be similar to the fourth quarter of 2023 (all measures excluding Nobia’s divested businesses ewe and Bribus). This is in line with previous communication in the interim report for the fourth quarter 2023. Nobia expects some stabilization of the market in 2024 and the market to start recovering in 2025, driven by the consumer segment. However, due to the delay between order and delivery, the coming quarters are expected to remain challenging both in terms of sales and earnings. Following the announcement of the divestments of Bribus and ewe in February 2024, Nobia will classify these operations as discontinued operations in the upcoming interim report for January-March 2024.

For further information:

Jon Sintorn, President & CEO
+46 70 607 44 30
[email protected]

Henrik Skogsfors, CFO
+46 70 544 21 12
[email protected]

Tobias Norrby, Head of Investor Relations
+46 706 647335
[email protected]

Nobia develops and sells kitchen solutions through a number of strong brands in Europe, including Magnet in the UK; HTH, Norema, Sigdal, Invita and Marbodal in Scandinavia; and Novart in Finland. Nobia generates profitability by combining economies of scale with attractive kitchen offerings. The Company has approximately 4,700 employees and net sales of about SEK 13.4 billion. The share is listed on Nasdaq Stockholm under the ticker NOBI.

IMPORTANT INFORMATION

None of the securities referred to herein have been or will be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction in the United States, and may not be offered, pledged, sold, delivered or otherwise transferred, directly or indirectly, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable other securities laws. There will not be any public offering of any of the securities in the United States.

In the United Kingdom, this press release is directed only at, and communicated only to, persons who are qualified investors within the meaning of article 2(e) of the Prospectus Regulation (2017/1129) of the European Parliament and of the Council of 14 June 2017 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 who are (i) persons who fall within the definition of "investment professional" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), or (ii) persons who fall within article 49(2)(a) to (d) of the Order, or (iii) persons to whom it may otherwise be lawfully communicated (all such persons referred to in (i), (ii) and (iii) above together being referred to as “Relevant Persons”). This press release must not be acted on or relied on by persons in the UK who are not Relevant Persons.

This press release and the information herein is not for publication, release or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Hong Kong, Japan, Canada, New Zealand, South Africa, Switzerland, or any other state or jurisdiction in which publication, release or distribution would be unlawful or where such action would require additional prospectuses, filings or other measures in addition to those required under Swedish law.

The press release is for informational purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy or acquire, or subscribe for, any of the securities mentioned herein (collectively, the “Securities”) or any other financial instruments in Nobia AB (publ). Any offer in respect of any of the Securities will only be made through the prospectus published by Nobia AB (publ). Offers will not be made to, and application forms will not be approved from, subscribers (including shareholders), or persons acting on behalf of subscribers, in any jurisdiction where applications for such subscription would contravene applicable laws or regulations, or would require additional prospectuses, filings, or other measures in addition to those required under Swedish law. Measures in violation of the restrictions may constitute a breach of relevant securities laws.

Carnegie, Handelsbanken Capital Markets and Nordea Bank Abp, filial i Sverige are acting for Nobia in connection with the Rights Issue and no one else and will not be responsible to anyone other than Nobia for providing the protections afforded to its clients nor for giving advice in relation to the transaction or any other matter referred to herein.

This press release contains forward-looking statements that reflect Nobia AB (publ)’s current view of future events as well as financial and operational development. Words such as “intend”, “assess”, “expect”, “may”, “plan”, “estimate” and other expressions involving indications or predictions regarding future development or trends, not based on historical facts, identify forward-looking statements and reflect Nobia AB (publ)’s beliefs and expectations and involve a number of risks, uncertainties and assumptions which could cause actual events and performance to differ materially from any expected future events or performance expressed or implied by the forward-looking statement. The information contained in this press release is subject to change without notice and, except as required by applicable law, Nobia AB (publ) does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it and nor does it intend to. You should not place undue reliance on forward-looking statements, which speak only as of the date of this press release. As a result of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements as a prediction of actual future events or otherwise.

This announcement does not constitute an investment recommendation. The price and value of securities and any income from them can go down as well as up and you could lose your entire investment. Past performance is not a guide to future performance. Information in this announcement cannot be relied upon as a guide to future performance.

The securities mentioned in this press release have not been registered and will not be registered under any applicable securities law in United States, Australia, Hong Kong, Japan, Canada, New Zealand, South Africa, Switzerland and may, with certain exceptions, not be offered or sold within, or on behalf of a person or for the benefit of a person who is registered in, these countries. The Company has not made an offer to the public in to subscribe for or acquire the securities mentioned in this press release other than in Sweden.

In the EEA Member States, with the exception of Sweden, (each such EEA Member State, a “Relevant State”), this press release and the information contained herein are intended only for and directed to qualified investors as defined in Article 2 (e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”). The securities mentioned in this press release are not intended to be offered to the public in any Relevant State and are only available to qualified investors except in accordance with exceptions in the Prospectus Regulation. Persons in any Relevant State who are not qualified investors should not take any actions based on this press release, nor rely on it.