First day of trading in Fasadgruppen’s shares on Nasdaq Stockholm

The Offering in brief:

• As previously announced, the price per share in the Offering was SEK 60, corresponding to a total value of the outstanding shares in Fasadgruppen upon completion of the Offering of SEK 2,708 million.

• The Offering comprised 16,626,150 shares of which 5,000,000 shares are newly issued shares offered by the Company and 11,626,150 are existing shares offered by Connecting Capital Sweden AB, A.M. Karlsson i Kvicksund AB and Sterner Stenhus Holding AB (together the “Principal Shareholders”) and certain other shareholders, including certain members of the board of directors and executive management.

• In order to cover over-allotment in the Offering, the Principal Shareholders have, upon request from Carnegie Investment Bank AB (publ) (“Carnegie”), undertaken to sell up to 2,493,920 additional existing shares (the “Over-Allotment Option”), corresponding to approximately 15.0 percent of the number of shares in the Offering.

• Assuming the Over-Allotment Option is exercised in full, the value of the Offering will amount to approximately SEK 1,147 million and correspond to approximately 42.4 percent of the total number of shares in the Company upon completion of the Offering.

• Swedbank Robur Fonder, funds advised by Capital World Investors and funds advised by Capital Research Global Investors have acquired shares in the Offering of an aggregate value of SEK 475 million, corresponding to 17.5 percent of the total number of shares in the Company upon completion of the Offering and 47.6 percent of the total number of shares in the Offering (41.4 percent assuming the Over-Allotment Option is exercised in full).

• The first day of trading on Nasdaq Stockholm is today on 9 December 2020, under the ticker “FG”. Settlement will take place on 11 December 2020.

Pål Warolin, CEO of Fasadgruppen, comments:
“We are immensely proud of the great interest in Fasadgruppen. Together with our successful local subsidiaries, where many have been built over several generations and led by people who have gone all the way from apprentice to master to CEO, we are now beginning the next phase in our development. As a listed company, our opportunities to consolidate the highly fragmented Nordic façade market are strengthened, while we continue to contribute to higher energy efficiency in properties through sustainable façade solutions. Our goal is to deliver sustainable and profitable growth, and I welcome all new shareholders to Fasadgruppen and the journey we have ahead of us.”

Stabilisation measures
In connection with the Offering, Carnegie will act as stabilisation manager and may carry out transactions for the purpose of supporting the market price for the shares at a level above that which might otherwise prevail on the market. Such stabilisation transactions may be carried out on Nasdaq Stockholm, the OTC market or otherwise, at any time during the period starting today and ending not later than 7 January 2021 (i.e. after 30 calendar days).

Carnegie has no obligation to carry out any stabilisation transactions and there is no assurance that stabilisation transactions will take place. Stabilisation transactions will under no circumstances be carried out at a price higher than the price per share in the Offering (i.e. SEK 60). Commenced stabilisation transactions may be discontinued at any time without prior notice.

Not later than by the end of the seventh trading day after a stabilisation transaction has been undertaken, Carnegie shall disclose information on the stabilisation transaction in accordance with Article 5(4) of the Market Abuse Regulation (EU) 596/2014 and the Commission Delegated Regulation (EU) 2016/1052. Within one week of the end of the stabilisation period, Carnegie will disclose whether stabilisation transactions have been carried out, the dates on which stabilisation transactions were carried out, where applicable, (including the date on which such transactions were carried out) and the price range within which stabilisation transactions were carried out, for each of the dates on which stabilisation transactions were carried out.

About Fasadgruppen
Fasadgruppen is the largest façade work company in the Nordics and the only nationwide complete provider of sustainable façades in Sweden. The foundation of the Company’s business is the entrepreneurial local units operating with a clear focus on cooperation, commitment and competence. Since Fasadgruppen was founded, the Company has increased its revenue severalfold, mainly driven by acquisitions but also through organic growth. During the nine-month period ending 30 September 2020, Fasadgruppen's proforma net sales amounted to SEK 1,379 million with proforma EBIT of SEK 151[1] million, which corresponds to a proforma EBIT margin of 11.0 per cent. As of 30 September 2020, Fasadgruppen had 723 employees.

Advisors
Carnegie Investment Bank AB (publ) is Sole Global Coordinator and Joint Bookrunner. Nordea Bank Abp, filial i Sverige is Joint Bookrunner. Gernandt & Danielsson Advokatbyrå KB is legal advisor to the Company. White & Case Advokat AB is legal advisor to Carnegie and Nordea.

For further information, please contact:
Pål Warolin, CEO of Fasadgruppen pal.warolin@fasadgruppen.se, tel. +46 (0)70-925 52 01.

The information was submitted for publication at 08:00 CET on 9 December 2020.

Important information
This press release does not constitute an offer to sell or a solicitation of any offer to purchase any securities of Fasadgruppen in any jurisdiction where such offer would be unlawful.

Copies of this press release may not be distributed or sent into Australia, Canada, Japan, the United States or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures.

This press release and the information contained in this press release are not for distribution in or into the United States. This press release does not constitute an offer to sell or a solicitation of an offer to purchase any securities in the United States. Any securities referred to in this press release have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offering of the securities referred to in this press release in the United States.

The securities referred to in this press release have also not been and will also not be registered under the applicable securities laws of Australia, Canada or Japan and, subject to certain exemptions, may not be offered or sold in or into, or for the account or benefit of any person having a registered address in, or being located or resident in, Australia, Canada or Japan. There will be no public offering of the securities referred to in this press release in Australia, Canada or Japan.

This press release does not constitute an offer to acquire securities to persons in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the securities referred to in this press release. In the United Kingdom, this press release is only being distributed and directed to qualified investors as defined in Regulation (EU) 2017/1129 (the “Prospectus Regulation”) who are (i) investment professionals within the meaning of Article 19(5) of the U.K. Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a)–(d) of the Order (all such persons together being referred to as “Relevant Persons”). Any investment activity to which this press release relates will only be available to, and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this press release or any of the information contained in this press release.

In any member state of the European Economic Area other than Sweden and the United Kingdom (each a “Relevant State”), this press release, the information contained herein and this offering are only addressed to and directed at persons who are qualified investors within the meaning of the Prospectus Regulation. The securities referred to herein are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will only be engaged with, qualified investors. This information should not be acted or relied upon by persons in any Relevant State who are not qualified investors.

This press release is not a prospectus for the purposes of the Prospectus Regulation or underlying legislation. The Company has published a prospectus prepared pursuant to the Prospectus Regulation. The prospectus has been approved and registered by the Swedish Financial Supervisory Authority. Investors should not subscribe for or purchase any securities referred to in this press release except on the basis of information contained in the prospectus.

Forward-looking statements
This press release may contain forward-looking statements. Such statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this release are based upon various estimates and 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 subject to significant known and unknown risks, uncertainties, contingencies and other important factors, which are difficult or impossible to predict and 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 press release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are correct, nor does the Company undertake any responsibility for the future accuracy of the opinions expressed in this press release or any obligation to update or revise the statements in this press release to reflect actual events or developments. Undue reliance should not be placed on the forward-looking statements in this press release.

The information, opinions and forward-looking statements contained in this press release speak only as at this date and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm or to announce any revisions to any forward‐looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release.

[1] Not adjusted for items affecting comparability of SEK 13.3m, of which SEK 12.1m IPO preparation costs.