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Press release 2021-07-02
Exercise of over-allotment option and end of the stabilisation period in MilDef
Skandinaviska Enskilda Banken AB (”SEB”) exercises the over-allotment option regarding 449,939 shares in MilDef Group AB (”MilDef”). The stabilisation period has now ended and no further stabilisation transactions will be effected.
As announced in connection with, and in the prospectus in respect of, the offering to acquire shares in MilDef and the listing of the company’s shares on Nasdaq Stockholm (the ”Offering”), SEB has had, as Global Coordinator and Bookrunner, the right to carry out transactions aimed at supporting the market price of the shares at levels above those which might otherwise prevail in the open market.
Stabilisation transactions have been possible to undertake on Nasdaq Stockholm, in the over-the-counter market or otherwise, at any time from and including the first day of trading in MilDef’s shares on Nasdaq Stockholm, i.e. 4 June 2021, and no later than 30 calendar days thereafter. SEB has, however, not been obliged to undertake any stabilisation and there was no assurance that stabilisation would be undertaken. Undertaken stabilisation has been possible to discontinue at any time without prior notice. Transactions have, in no event, been executed at levels above the price set in the Offering, i.e. SEK 36.50 per share.
In order to cover possible over-allotments, MilDef undertook, at the request of SEB, to issue additional shares corresponding to a maximum of 10 percent of the number of shares in the Offering (before upsizing of the Offering) (the ”Over-Allotment Option”), equivalent to a maximum of 1,268,001 shares, at a price corresponding to the price in the Offering. The Over-Allotment Option could be exercised in full or in part for a period of 30 calendar days from the first day of trading in the shares on Nasdaq Stockholm. SEB has notified that the Over-Allotment Option with respect to 449,939 shares has been exercised. MilDef will thereby be provided with additionally approximately SEK 16.4 million, which means that MilDef has been provided with, approximately SEK 416.4 million in total as a result of the Offering, before transaction costs. Following registration of the new issued shares pursuant to the Over-Allotment Option, the number of shares and votes in MilDef will amount to 36,067,861. All shares in MilDef that SEB has borrowed from the selling shareholder Marianne Trolle with the purpose of covering the over-allotment in the Offering will be returned within short.
SEB has, in its capacity as stabilisation manager also notified that stabilisation measures have been undertaken, in accordance with article 5(4) in the Market Abuse Regulation 596/2014, on Nasdaq Stockholm as specified below. The contact person at SEB is Roger Wiberg (tel: +46 (0)704 32 99 21).
Stabilisation information
| Issuer: | MilDef Group AB |
| Instrument: | Shares (SE0016074249) |
| Offering size: | 15,675,858 shares (excl. the Over-Allotment Option) |
| Offering price: | SEK 36.50 |
| Market: | Nasdaq Stockholm |
| Ticker: | MILDEF |
| Stabilisation manager: | Skandinaviska Enskilda Banken AB |
Stabilisation transactions
| Date | Quantity | Price (lowest) | Price (highest) | Price (volume weighted average) | Currency | Trading Venue |
| 23 June 2021 | – | – | – | – | SEK | Nasdaq Stockholm |
| 24 June 2021 | – | – | – | – | SEK | Nasdaq Stockholm |
| 28 June 2021 | – | – | – | – | SEK | Nasdaq Stockholm |
| 29 June 2021 | – | – | – | – | SEK | Nasdaq Stockholm |
| 30 June 2021 | – | – | – | – | SEK | Nasdaq Stockholm |
| 1 July 2021 | – | – | – | – | SEK | Nasdaq Stockholm |
| 2 July 2021 | – | – | – | – | SEK | Nasdaq Stockholm |
Specified below is a summary of the stabilisation transactions which have been effected during the stabilisation period in accordance with this press release and the press releases as of 11 June and 22 June 2021. All transactions during the stabilisation period have been effected on Nasdaq Stockholm and no stabilisation transactions have been effected on other dates than those specified below.
Stabilisation transactions
| Date | Quantity | Price (lowest) | Price (highest) | Price (volume weighted average) | Currency | Trading Venue |
| 4 June 2021 | 1,000 | 36.50 | 36.50 | 36.50 | SEK | Nasdaq Stockholm |
| 7 June 2021 | 341,511 | 36.28 | 36.50 | 36.4963 | SEK | Nasdaq Stockholm |
| 8 June 2021 | 49,246 | 36.50 | 36.50 | 36.50 | SEK | Nasdaq Stockholm |
| 9 June 2021 | 212,503 | 36.30 | 36.50 | 36.4949 | SEK | Nasdaq Stockholm |
| 10 June 2021 | 31,184 | 36.50 | 36.50 | 36.50 | SEK | Nasdaq Stockholm |
| 11 June 2021 | 150,000 | 36.40 | 36.50 | 36.4968 | SEK | Nasdaq Stockholm |
| 14 June 2021 | 23,625 | 35.00 | 35.00 | 35.00 | SEK | Nasdaq Stockholm |
| 15 June 2021 | 8,524 | 34.40 | 35.40 | 34.407 | SEK | Nasdaq Stockholm |
| 16 June 2021 | 469 | 34.40 | 34.40 | 34.40 | SEK | Nasdaq Stockholm |
| 17 June 2021 | – | – | – | – | SEK | Nasdaq Stockholm |
| 18 June 2021 | – | – | – | – | SEK | Nasdaq Stockholm |
| 21 June 2021 | – | – | – | – | SEK | Nasdaq Stockholm |
| 22 June 2021 | – | – | – | – | SEK | Nasdaq Stockholm |
| 23 June 2021 | – | – | – | – | SEK | Nasdaq Stockholm |
| 24 June 2021 | – | – | – | – | SEK | Nasdaq Stockholm |
| 28 June 2021 | – | – | – | – | SEK | Nasdaq Stockholm |
| 29 June 2021 | – | – | – | – | SEK | Nasdaq Stockholm |
| 30 June 2021 | – | – | – | – | SEK | Nasdaq Stockholm |
| 1 July 2021 | – | – | – | – | SEK | Nasdaq Stockholm |
| 2 July 2021 | – | – | – | – | SEK | Nasdaq Stockholm |
This information is information that MilDef Group AB is obliged to make public pursuant to the EU Market Abuse Regulation 596/2014. The information was submitted for publication, through the agency of the contact persons set out below, at 18:30 CET on 2 July 2021.
For more information, please contact:
Björn Karlsson, CEO
Mobile: +46 (0)70 525 0107
Email: bjorn.karlsson@mildef.com
Daniel Ljunggren, EVP & CFO
Mobile: +46 (0)70 668 0015
Email: daniel.ljunggren@mildef.com
Important information
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in MilDef Group AB.
Copies of this announcement are not being made and may not be distributed or sent into the United States, Australia, Canada, Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the ”Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. MilDef does not intend to register any offering in the United States or to conduct a public offering of securities in the United States.
The offering of the securities referred to in this announcement has been made by means of a prospectus. This announcement 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, and with respect to the United Kingdom, such regulation as it forms part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal Act 2018) the ”Prospectus Regulation”). Investors should not invest in any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus.
In any EEA member state other than Sweden, and in the United Kingdom, this press release is only addressed to and is only directed at qualified investors in that member state or the United Kingdom within the meaning of the Prospectus Regulation (as applicable), i.e., only to investors who can receive the offer without an approved prospectus in such EEA member state or in the United Kingdom.
This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the ”Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as ”Relevant Persons”). This communication must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “will,” “may,” “continue”, “should”, “could” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although MilDef 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 and are beyond MilDef’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 announcement speak only as at its date, and are subject to change without notice.