The preliminary results of the rights issue of SWECO AB (publ), for which the subscription period ended on 26 November 2015, indicate that approximately 1.17 million A-shares and approximately 12.04 million B-shares, representing approximately 99.3 percent of the offered shares, were subscribed for with subscription rights. In addition, applications have been made to subscribe for approximately 0.49 million A-shares and approximately 7.23 million B-shares without subscription rights, representing approximately 58.0 percent of the offered shares. Thus, the rights issue is fully subscribed. Through the rights issue, Sweco will receive proceeds amounting to approximately SEK 1,077 million before issue costs.[1]

“We are happy that the rights issue has been fully subscribed. It shows that our shareholders have confidence in Sweco’s acquisition of Grontmij and that they want to be a part of Sweco’s continued development. As the leader in the European market, we take an even more prominent role in planning and designing the communities and cities of the future” says Tomas Carlsson, President and CEO of Sweco.

The shares that were subscribed for without subscription rights will be allocated according to the principles described in the prospectus. Notification regarding allocation of shares that have been subscribed for without subscription rights will be distributed to those who have been allocated shares on or around 2 December 2015 for payment on or around 4 December 2015. Only those who are allotted shares will be notified.

As a result of the rights issue, Sweco’s share capital increases by SEK 13,294,945, from SEK 107,799,885 to SEK 121,094,830. The number of A-shares in Sweco will increase by 1,171,020 to 10,539,184 A-shares and the number of B-shares will increase by 12,123,925 to 109,655,646 B-shares. The total number of shares in Sweco will thus amount to 121,094,830, whereof 10,539,184 A-shares, 109,655,646 B-shares and 900,000 C-shares. 

The new shares subscribed for with subscription rights are expected to be registered at the Swedish Companies Registration Office on or around 2 December 2015. The final day for trading in paid subscribed shares (BTAs) is expected to be on 7 December 2015. The new shares are expected to start trading on Nasdaq Stockholm on 11 December 2015.

Shares subscribed for without subscription rights are expected to be registered at the Swedish Companies Registration Office on or around 9 December 2015 and to start trading on Nasdaq Stockholm on 22 December 2015.

ABN AMRO Bank N.V. and Nordea Bank AB (publ) are financial advisors and Cederquist is legal advisor to Sweco in the rights issue.

Important notice

This press release does not contain or constitute an invitation or an offer to acquire, sell, subscribe for or otherwise trade in shares, subscription rights or other securities in Sweco. Invitation to the persons concerned to subscribe for shares in Sweco is only made through the prospectus that has been approved and registered by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen), and is available on Sweco’s website. The prospectus contains, among other things, pro forma financial statements as well as information regarding the new Sweco group (inclusive of information regarding Grontmij) and Sweco’s Board. This press release has not been approved by any regulatory authority and is not a prospectus, accordingly investors should not subscribe for or purchase any securities referred to in this press release except on the basis of information provided in the prospectus published by Sweco.

In certain jurisdictions, the publication or distribution of this press release may be subject to restrictions according to law and persons in those jurisdictions where this press release has been published or distributed should inform themselves about and abide by such restrictions.

This press release is not directed at persons located in the United States (including its territories and possessions, any state of the United States and the District of Columbia) (the “United States”), Canada, Australia, Hong Kong, Japan, New Zealand or in any other country where the offer or sale of the subscription rights, paid subscribed shares (Sw. betalda tecknade aktier “BTA”) or new shares is not permitted. This press release may not be announced, published or distributed, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan, New Zealand or any other country where such action is wholly or partially subject to legal restrictions or where such action would require additional prospectuses, other offer documentation, registrations or other actions in addition to what follows from Swedish law. Nor may the information in this press release be forwarded, reproduced or disclosed in such a manner that contravenes such restrictions or would require such additional prospectuses, other offer documentation, registrations or other actions. Failure to comply with this instruction may result in a violation of the United States Securities Act of 1933, as amended (the “Securities Act”) or laws applicable in other jurisdictions.

In addition, if and to the extent that this press release is communicated in any European Economic Area member state that has implemented Directive 2003/71/EC (together with any applicable implementing measures, including Directive 2010/73/EC, in any member state, the “Prospectus Directive“), this press release is only addressed to and directed at persons in Sweden and the member states that the prospectus has been passported to (Finland, the Netherlands and Norway) and persons in other members state who are “qualified investors” within the meaning of the Prospectus Directive and must not be acted on or relied on by other persons in that member state. This press release does not constitute a prospectus within the meaning of the Prospectus Directive or an offer to the public.

In the United Kingdom, this press release is being distributed only to, and is directed only at (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order“), (ii) persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Promotion Order, or (iii) other persons to whom it may otherwise be lawfully 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 anyone who is not a relevant person.

No subscription rights, paid subscribed shares (BTAs) or new shares have been or will be registered under the Securities Act, or with any other securities regulatory authority of any state or other jurisdiction of the United States and no subscription rights, paid subscribed shares (BTAs) or new shares may be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, into or within the United States other than pursuant to an exemption from, or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable securities laws of any state or jurisdiction of the United States. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States.

[1] From the proceeds of the rights issue of approximately SEK 1,077 million, an estimated deduction is made for rights issue expenses (issue costs). These costs are estimated to approximately SEK 20 million. Net of issuance costs Sweco is estimated to raise approximately SEK 1,057 million. The issue proceeds of approximately SEK 1,077 million is based on the total number of Sweco A shares and Sweco B shares excluding Sweco’s own holding of 540,320 Sweco B shares.