Hexatronic Group AB (publ) announces its intention to carry out a directed share issue
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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG, ISRAEL, JAPAN, NEW ZEALAND, SOUTH AFRICA, SWITZERLAND OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR OTHER MEASURES.
Hexatronic Group AB (publ) (“Hexatronic” or the “Company”) hereby announces its intention to carry out a directed share issue through a so‑called accelerated bookbuilding procedure of approximately SEK 550 million directed to Swedish and international institutional investors (the “Directed Share Issue”). The net proceeds from the Directed Share Issue are intended to be used to support Hexatronic’s communicated acquisition strategy within the Data Center and Harsh Environment business areas, including the financing of the acquisition of Superior Fiber & Data Services, Inc. (“Superior Fiber & Data”) announced concurrently through a separate press release, while maintaining financial flexibility for further acquisitions. Hexatronic has appointed Danske Bank A/S, Danmark, Sverige filial (“Danske Bank”) and Skandinaviska Enskilda Banken AB (“SEB”) to act as Joint Global Coordinators and Joint Bookrunners in connection with the Directed Share Issue.
Hexatronic announces its intention to carry out a directed share issue of approximately SEK 550 million, directed to Swedish and international institutional investors, with deviation from existing shareholders’ preferential rights and in accordance with the share issue authorization granted by the Annual General Meeting held on May 5, 2025. Danske Bank and SEB have been appointed as Joint Global Coordinators and Joint Bookrunners in connection with the Directed Share Issue.
The subscription price for the new shares in the Directed Share Issue will be determined through an accelerated bookbuilding procedure, which will commence immediately following the publication of this press release. The Directed Share Issue is subject to a resolution by the Board of Directors of Hexatronic regarding the implementation of the Directed Share Issue, including the final pricing and allocation, which is expected to take place prior to the commencement of trading on Nasdaq Stockholm on May 7, 2026. The Board of Directors reserves the right, in its sole discretion, to shorten or extend the bookbuilding procedure, to cancel the bookbuilding procedure at any time, and to decide not to proceed with the Directed Share Issue, in whole or in part. The Company will announce the outcome of the Directed Share Issue in a subsequent press release following completion of the bookbuilding procedure.
The net proceeds from the Directed Share Issue are intended to support Hexatronic’s communicated acquisition strategy within particularly the Data Center and Harsh Environment business areas, including the financing of the ongoing acquisition of Superior Fiber & Data, which is conditional upon the successful completion of the Directed Share Issue (see separate press release for further information), while maintaining financial flexibility for further acquisitions. Thus, in this situation, the Board of Directors considers that it is in the best interest of the Company and its shareholders to deviate from the shareholders’ preferential rights and utilize the authorization granted by the Annual General Meeting held on May 5, 2025. In this context, a rights issue is deemed to not be a viable alternative whilst the Directed Share Issue supports Hexatronic’s communicated acquisition strategy
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG, ISRAEL, JAPAN, NEW ZEALAND, SOUTH AFRICA, SWITZERLAND OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR OTHER MEASURES.
within particularly the Data Center and Harsh Environment business areas, including the financing of the ongoing acquisition of Superior Fiber & Data, in a time- and cost-efficient manner. In addition to the Directed Share Issue being time- and cost-efficient, and in addition to reducing the Company's exposure to market risks as compared to a rights issue, the Directed Share Issue enables a diversification and strengthening of the Company's shareholder base with Swedish and international institutional investors, while also facilitating maintained financial flexibility for further acquisitions.
By establishing the subscription price in the Directed Share Issue through an accelerated bookbuilding procedure, it is the assessment of the Board of Directors that the subscription price will be determined on market terms.
In connection with the Directed Share Issue, the Company has undertaken towards the Joint Global Coordinators and Joint Bookrunners, subject to customary exceptions, not to issue additional shares for a period of 180 calendar days from the settlement date of the Directed Share Issue. Members of the Board of Directors and members of the Company’s management holding shares and/or warrants in the Company have undertaken, subject to customary exceptions, not to dispose of any shares in the Company for a period of 90 calendar days from the settlement date of the Directed Share Issue.
Advisors
Danske Bank and SEB have been appointed as Joint Global Coordinators and Joint Bookrunners in connection with the Directed Share Issue. Advokatfirman Hammarskiöld & Co AB is acting as legal adviser to Hexatronic and White & Case Advokat AB is acting as legal adviser to Danske Bank and SEB.
Important information
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions and the recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in Hexatronic in any jurisdiction, neither from Hexatronic nor from someone else.
This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the new shares. Any investment decision in connection with the Directed Share Issue 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 and Joint Bookrunners. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG, ISRAEL, JAPAN, NEW ZEALAND, SOUTH AFRICA, SWITZERLAND OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR OTHER MEASURES.
announcement or its accuracy or completeness. This announcement does not constitute a recommendation concerning any investor’s option with respect to the Directed Share Issue. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The Joint Global Coordinators and Joint Bookrunners are acting for the Company in connection with the Directed Share Issue and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the Directed
Share Issue or any other matter referred to herein.
This press release does not constitute or form part of an offer to sell, or solicitation of an offer to purchase or subscribe for any securities in the United States. Any securities referred to herein may not be sold in the United States absent registration or an exemption from registration 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. The securities referred to herein have not been registered under the Securities Act and 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. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into the United States, Australia, Canada, Hong Kong, Israel, Japan, New Zealand, South Africa, Switzerland or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.
This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. Hexatronic has not authorized any offer to the public of shares or other securities in any member state of the EEA. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is 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, "qualified investors" (within the meaning of the Prospectus Regulation as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018), who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG, ISRAEL, JAPAN, NEW ZEALAND, SOUTH AFRICA, SWITZERLAND OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR OTHER MEASURES.
(all such persons together being referred to as "relevant persons"). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.
Please note that an investment in the Company is subject to regulation under the Foreign Direct Investment Act (2023:560), which requires investors, under certain conditions, to notify and obtain approval from the Swedish Inspectorate for Strategic Products. Investors should make their own assessment of whether a notification obligation exists before making any investment decision.
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 Hexatronic 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 "EU Target Market Assessment"). Solely for the purposes of each manufacturer's product approval process in the United Kingdom, the target market assessment in respect of the shares in the Company has led to the conclusion that: (i) the target market for such shares is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“UK MiFIR”); and (ii) all channels for distribution of such shares to eligible counterparties and professional clients are appropriate (the “UK Target Market Assessment” and, together with the EU Target Market Assessment, the “Target Market Assessment”). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in Hexatronic may decline and investors could lose all or part of their investment; the shares in Hexatronic offer no guaranteed income and no capital protection; and an investment in the shares in Hexatronic 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 Directed Share Issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Global Coordinators and Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG, ISRAEL, JAPAN, NEW ZEALAND, SOUTH AFRICA, SWITZERLAND OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR OTHER MEASURES.
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 UK MiFIR; 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 Hexatronic.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in Hexatronic and determining appropriate distribution channels.
Forward-looking statements
This press release contains forward-looking statements that reflect the Company's intentions, beliefs, or current expectations about and targets for the Company's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking 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 press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. 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 Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly 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, unless it is not required by law or Nasdaq Stockholm rule book for issuers.
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG, ISRAEL, JAPAN, NEW ZEALAND, SOUTH AFRICA, SWITZERLAND OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR OTHER MEASURES.
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