Notice of stabilisation, end of stabilisation period and that the over-allotment option has not been exercised

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA, THE UNITED STATES OF AMERICA, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION OF THE INFORMATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURE. PLEASE REFER TO "IMPORTANT INFORMATION" AT THE END OF THE PRESS RELEASE.

Today, ABG Sundal Collier AB ("ABG"), Nordea Bank Abp, filial i Sverige ("Nordea") and Swedbank AB (publ) ("Swedbank") (together the "Joint Global Coordinators") have notified Prisma Properties AB ("Prisma Properties", "Prisma" or the "Company"), Alma Property Partners I AB ("Alma Property Partners I") and Alma Property Partners II AB ("Alma Property Partners II" and together with Alma Property Partners I "Alma Property Partners") that stabilisation measures have been carried out in the Company's shares on Nasdaq Stockholm, that the stabilisation period has ended and that the over-allotment option has not been exercised.

In connection with the offer and listing of Prisma Properties' shares on Nasdaq Stockholm on 18 June 2024 (the "Offering"), Swedbank, in its capacity as stabilisation agent for the Joint Global Coordinators, has been able to carry out transactions in order to stabilise, maintain, or otherwise support the market price of the Company's shares in order to maintain the market price of the shares at levels above those which might otherwise prevail in the market. Stabilisation transactions could have been effected on Nasdaq Stockholm, the OTC market or otherwise, and could have been carried out at any time during the period commencing on the first day of trading in the Company's shares on Nasdaq Stockholm and ending no later than 30 calendar days thereafter. Swedbank has, however, not been required to carry out such transactions and there has been no guarantee that stabilisation measures will be taken. Commenced stabilisation could have been discontinued at any time without prior notice. Under no circumstances have stabilisation transactions been carried out at a higher price than the price in the Offering.

 

In connection with the Offering, ALPECT Holding AB, which is indirectly controlled by Alma Property Partners I, issued an option to the Joint Global Coordinators to acquire up to 8,543,478 additional shares in Prisma Properties, for the price in the Offering, in order to cover potential over-allotment in connection with the Offering (the "Over-Allotment Option"), to be exercised in whole or in part within the 30 calendar days following the first day of trading in the Company's shares on Nasdaq Stockholm. Swedbank, in its capacity as stabilisation agent, hereby announces that the Over-Allotment Option has not been exercised. Thereby, the 8,543,478 shares which the stabilisation agent has borrowed from ALPECT Holding AB in order to cover over-allotment in connection with the Offering, will be returned.

 

In its capacity as stabilisation agent, Swedbank has announced that stabilisation measures in respect of in total 8,543,478 shares in the Company have been carried out (in accordance with article 5(4) of the EU Market Abuse Regulation 596/2014 and the Commission Delegated Regulation (EU) 2016/1052) on Nasdaq Stockholm. The stabilisation period regarding the Offering has now ended and no further stabilisation measures will be taken. Below is a summary of the stabilisation transactions which have been carried out during the stabilisation period. The contact person at Swedbank (ECM) is Patrik Nygård (tel.: +46 (0)70 549 37 04).

 

Stabilisation information

 

Issuer:	Prisma Properties AB
Security:	Shares (SE0022062055)
Offering size (shares):	56,956,522 (excluding the Over-Allotment Option)
Offering price (SEK):	27.50
Ticker:	PRISMA
Stabilisation agent:	Swedbank AB (publ)

 

Stabilisation transactions

 

Date	Quantity (number of shares)	Price (high)	Price (low)	Price (volume-weighted average)	Currency	Market Place
18 June 2024	3,701,937	27.50	27.48	27.50	SEK	Nasdaq Stockholm
19 June 2024	787,174	27.50	27.50	27.50	SEK	Nasdaq Stockholm
20 June 2024	2,022,533	27.50	27.50	27.50	SEK	Nasdaq Stockholm
24 June 2024	1,815,500	27.50	27.02	27.42	SEK	Nasdaq Stockholm
25 June 2024	61,334	27.50	27.10	27.25	SEK	Nasdaq Stockholm
26 June 2024	115,000	27.50	27.10	27.24	SEK	Nasdaq Stockholm
27 June 2024	40,000	27.50	27.05	27.19	SEK	Nasdaq Stockholm

 

 

For more information, please contact:

Fredrik Mässing, CEO of Prisma Properties
Telephone: +46 (0)70-277 01 48
E-mail: [email protected]

Website: www.prismaproperties.se

This information is information that Prisma Properties AB is obliged to disclose pursuant to the EU Market Abuse Regulation 596/2014. This information was submitted for publication, through the agency of the contact person set out above, at 11:30 p.m. on 27 June 2024.

About Prisma Properties

Prisma has a high-yielding and modern real estate portfolio with an average lease length of 9.1 years, of which close to 70 per cent has been developed since 2016. As of 31 March 2024, Prisma's property portfolio comprised in total 120 investment properties, with a lettable area of 268,165 square metres and a property value, including project properties, of SEK 6.4 billion. Since 2016, the underlying property portfolio has grown through project development and strategic acquisitions in the funds Alma Property Partners I and Alma Property Partners II. In connection with Alma Property Partners' formation of Prisma in 2022, the property portfolio was separated and acquired by the Company, against payment in the form of shares in Prisma. Alma Property Partners is, through the companies indirectly controlled by Alma Property Partners I and Alma Property Partners II, a principal shareholder of Prisma.

 

The Company expands and develops its property portfolio with a focus on profitable growth, enabled by fast decision-making, flexibility, extensive sector knowledge and financial strength. Through development and tenant adaptations, Prisma creates properties that are managed with a long-term perspective in order to create value for Prisma's owners and stakeholders.

 

Important information

This press release is not an offer or a solicitation of any offer to sell or buy any securities of the Company. The contents of this press release have been prepared by and are the sole responsibility of the Company. The information contained in this press release is for background purposes only and does not purport to be full or complete. No reliance may be placed on the information contained in this press release or its accuracy, fairness or completeness by any person for any purpose.

Any offering of the securities referred to in this press release has been 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 press release except on the basis of information contained in the aforementioned prospectus.

This press release is not being made and may not be distributed, disseminated or sent in or into Australia, Canada, Japan, South Africa, the United States of America, or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures.

The shares in the Company have not been registered and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction in the United States and may not be offered, sold or otherwise transferred, directly or indirectly, in or into the United States, except in accordance with an applicable exemption from or through a transaction that is not subject to the registration requirements of the Securities Act and in accordance with the securities laws of the relevant state or other jurisdiction in the United States. The Company does not intend to register any offering in the United States or to conduct a public offering of securities in the United States.

Furthermore, the securities mentioned in this press release have not been registered and will not be registered under any applicable securities law in Australia, Canada, Japan, or South Africa and may, with certain exceptions, not be offered or sold to or within, or on behalf of a person or for the benefit of a person who is registered, resident or located in, these countries. The Company does not intend to make an offer to the public to 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 Members State a "Relevant State"), this press release and the information contained herein are intended only for and directed to "qualified investors" as defined in 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. Any invitation, offer or agreement to subscribe for, purchase or otherwise acquire such securities in a Relevant State will only be available to qualified investors. Persons in any Relevant State who are not qualified investors should not take any measures based on this press release, nor rely on it.

In the United Kingdom, this press release and any other materials in relation to the securities described herein are only being distributed to, and are only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, persons in the United Kingdom who are (i) professional investors falling within Article 19(5) of the U.K. Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (ii) high net worth entities and other persons to whom this press release may lawfully be addressed, falling within Article 49(2)(a)–(d) of the Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the U.K. Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "Relevant Persons"). This press release is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this press release relates is only available to Relevant Persons and will only be engaged in with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

This press release does not identify, or purport to identify, the risks (direct or indirect) that may be associated with an investment in the shares of the Company. Any investment decision to acquire or subscribe for shares in connection with the Offering must be made on the basis of all publicly available information relating to the Company and the Company's shares. Such information has not been independently verified by the Joint Global Coordinators.

You should not base your financial decision on this press release. Acquiring investments to which this press release relates may expose an investor to a significant risk of losing the entire amount invested. Persons considering making investments should consult an authorised person specialising in advising on such investments. This press release does not form part of or constitute a recommendation concerning any offer. The value of securities can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of a possible offer for the person concerned.

The Joint Global Coordinators are acting exclusively for the Company and no one else in connection with the Offering, and will not regard any other person (whether or not a recipient of this document) as their respective clients and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering or any transaction matter, or anything else referred to herein or in the published prospectus in connection with the Offering.

Forward-looking information

Matters described in this press release may constitute forward-looking information and statements. Words such as "intends", "assesses", "anticipates", "may", "plans", "estimates", "projects", "could" and other expressions that involve indications or assessments of future developments or trends that do not relate to historical facts, constitute forward-looking information. 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 because they are dependent on future events and circumstances which 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 release by such forward-looking statements. The information, opinions and forward-looking statements contained in this press release speak only as of its date and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm or release publicly any revisions to any forward-looking statements to reflect new information or future events that occur or similar circumstances that arise in relation to the content of this communication.

Information to distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in the Company have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the shares may decline and investors could lose all or part of their investment; the shares offer no guaranteed income and no capital protection; and an investment in the shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Global Coordinators will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in the Company.

Each distributor is responsible for undertaking its own target market assessment in respect of the shares in the Company and determining appropriate distribution channels.