SAGAX CARRIES OUT DIRECTED ISSUE OF 30 MILLION CLASS D COMMON SHARES AND RAISES SEK 1,005 MILLION

2026-06-16 23:30

SAGAX CARRIES OUT DIRECTED ISSUE OF 30 MILLION CLASS D COMMON SHARES AND RAISES SEK 1,005 MILLION

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, BELARUS, HONG KONG, CANADA, JAPAN, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH KOREA OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE OF THIS PRESS RELEASE WOULD BE UNLAWFUL.

The Board of Directors of AB Sagax (publ) ("Sagax" or the "Company") has, pursuant to the authorisation granted by the annual general meeting on 8 May 2026 and in accordance with the Company's press release earlier today, resolved on directed issue of 30 million Class D common shares (the "Share Issue"). Through the Share Issue, Sagax will receive total proceeds of SEK 1,005 million before transaction related costs. The subscription price has been determined at SEK 33.50 per share through an accelerated book building procedure. The subscription price corresponds to a discount of 5.2 per cent in relation to the closing price on 16 June 2026 on Nasdaq Stockholm. The Share Issue was subscribed for by Swedish and international professional and institutional investors. As part of, and on the same terms as those applicable to, the Share Issue, up to 10 million Class D common shares were also offered to the general public in Sweden through a public offering via Avanza Bank AB’s (publ) platform (the "Offering to the General Public").

Sagax is a real estate company focusing on commercial properties primarily within the warehouse and light industry segment. As of 31 March 2026, the property value amounted to SEK 70 billion. For 2026, income from property management is expected to amount to SEK 4.5 billion. The forecast was announced in connection with the publication of the interim report for the first quarter of 2026. Sagax has a Baa2 credit rating from Moody’s Investors Service. In June 2026, Moody’s revised the outlook from “Stable Outlook” to “Positive Outlook”.

Sagax mainly invests in properties with stable cash flows located in European metropolitan areas. Historically, Sagax has expanded through small and medium-sized transactions. During the period 2020 to 2025, Sagax invested SEK 29.1 billion through 222 separate property transactions in 8 countries. Over the last twelve months, Sagax has invested SEK 8.1 billion, of which SEK 4.4 billion through 31 separate property transactions in 6 countries.

Sagax assesses that attractive investment opportunities may arise in the current market climate. At the same time, Sagax is committed to maintain a strong capital structure and liquidity position. Against this background, the Company has carried out the Share Issue.

The Board of Directors has carefully considered the possibility of raising capital through a new share issue with preferential rights for the Company’s shareholders. The Board of Directors makes the assessment that there are currently several reasons why it is more beneficial for the shareholders to raise capital by issuing shares with deviation from the shareholders' preferential rights. A rights issue could have a negative impact on the Company, inter alia, because (i) it would entail higher costs for the Company, (ii) it would take significantly longer time to carry out, with increased exposure to potential market volatility, and (iii) it would likely need to be carried out at a significant discount with a risk of a negative effect on the share price. Furthermore, the Company wishes to expand and strengthen its base of institutional shareholders as well as broaden the ownership by also inviting the general public, with the aim of strengthening the liquidity and increasing the trading volume of the Company’s common share of series D. The increased liquidity and trading volume is in turn expected to enable improved pricing of the Company’s common shares of series D, which is deemed to generate value for the Company and its existing shareholders. The Board of Directors’ assessment is thus that an issue of shares with deviation from the shareholders’ preferential rights has been the most suitable structure and in the best interest of all shareholders.

The subscription price, SEK 33.50 per Class D common share, and the number of new Class D common shares were determined through an accelerated book building procedure carried out by ABG Sundal Collier AB as Sole Global Coordinator and Joint Bookrunner and Avanza Bank AB (publ) as Joint Bookrunner. As the subscription price has been determined through an accelerated book building procedure directed at professional and institutional investors, it is the Board of Directors' assessment that the subscription price reflects prevailing market conditions and investor demand. The Board of Directors therefore considers that the issue price has been determined in a manner that ensures it reflects market value.

The Share Issue, comprising the Offering to the General Public, means that the total number of Class D common shares in Sagax increases by 30,000,000, from 126,261,329 to 156,261,329. The total number of shares in Sagax following the Share Issue amounts to 496,708,926, divided into 26,123,905 Class A common shares, 314,323,692 Class B common shares and 156,261,329 Class D common shares. The total number of votes increases by 3,000,000, from 70,182,407.1 to 73,182,407.1, and the share capital increases by SEK 52,500,000, from SEK 816,740,620.5 to SEK 869,240,620.5, resulting in a dilution effect of approximately 6.0 per cent based on the total number of shares in Sagax following the Share Issue and approximately 4.1 per cent based on the total number of votes in Sagax following the Share Issue.

Advisers
ABG Sundal Collier AB is Sole Global Coordinator and Joint Bookrunner and Avanza Bank AB (publ) is Joint Bookrunner in connection with the Share Issue. Cirio Advokatbyrå AB is legal adviser to the Company.

IMPORTANT INFORMATION
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, Belarus, Hong Kong, Canada, Japan, New Zealand, Russia, Singapore, South Korea or South Africa 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.

This 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 Sagax. Offers will not be made to, and subscriptions will not be approved from, subscribers or persons acting on behalf of subscribers, in any jurisdiction where applications for such subscription would contravene applicable laws or regulations, or would require 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.

None of the Securities 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, distributed or otherwise transferred, directly or indirectly, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with other applicable 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 as defined in paragraph 15 of Schedule 1 of the Public Offers and Admissions to Trading Regulations 2024 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 does not constitute an investment recommendation. The price and value of securities and any income derived from securities may go down as well as up, and you may lose your entire investment. Past performance is not an indication of future performance. The information in this press release may not be relied upon as an indication of future performance.
This press release contains certain information reflecting Sagax’s current view of future events as well as financial and operational development. Words such as “intends”, “assesses”, “expects”, “may”, “plans”, “estimates” and other expressions which imply indications or predictions regarding future development or trends, and which are not based on historical facts, constitute forward-looking information and reflect Sagax’s beliefs and expectations and involve a number of risks, uncertainties and assumptions that may cause actual events and results to differ materially from any anticipated future events or performance expressed or implied by the forward-looking statement. The information in this press release may change without prior notice and, except as required by applicable law, Sagax undertakes no responsibility or obligation to publicly update or review any of the forward-looking statements herein, nor does it intend to do so. 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.
In order to comply with the product governance requirements contained in: (a) Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments, as consolidated (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593, which supplements MiFID II; and (c) national implementing measures (together, the “MiFID II Product Governance Requirements”), and to disclaim any extra-contractual, intra-contractual or other liability to which any “manufacturer” (within the meaning of the MiFID II Product Governance Requirements) may otherwise be subject, the shares of Sagax have been subject to a product approval process, which has determined that these shares are: (i) suitable for a target market consisting of retail investors and investors meeting the criteria of professional clients and eligible counterparties, as defined in MiFID II (the “Positive Target Market”); and (ii) suitable for distribution through all distribution channels permitted under MiFID II. Distributors should note that: the price of the Sagax shares may fall and investors may lose all or part of their investment; the Sagax shares are not subject to any guarantee of return or capital protection; and an investment in the Sagax shares is only suitable for investors who are not in need of a guaranteed return or capital protection and who (alone or with the assistance of an appropriate financial or other adviser) are capable of evaluating the merits and risks of such investment and have sufficient resources to bear the losses that may result from such investment. Conversely, an investment in the shares of Sagax is not suitable for investors who need full capital protection or full repayment of the amount invested, cannot bear any risk or require a guaranteed or predictable return (the “Negative Target Market”, and together with the Positive Target Market, the “Target Market”). The Target Market assessment is without prejudice to any other requirements regarding contractual, legal or regulatory sales restrictions in relation to the Share Issue.
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, acquire, or take any other action whatsoever with respect to the Sagax shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Sagax shares and for determining appropriate distribution channels.