Författare: Isabella

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED) OR IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT. THE DISTRIBUTION OF THIS DOCUMENT IN CERTAIN JURISDICTIONS (IN PARTICULAR, THE UNITED STATES AND THE UNITED KINGDOM) MAY BE RESTRICTED BY LAW

Catella AB (publ) (“Catella” or the “Issuer”) has mandated ABG Sundal Collier AB and Nordea Bank Abp as joint bookrunners to arrange investor meetings to investigate the possibility of issuing new SEK denominated senior unsecured bonds with an expected volume of SEK 1,000 million under a framework of SEK 1,500 million with an expected tenor of 4.0 years (the “New Bonds”). Subject to market conditions, a transaction will follow.

In connection with the issue of New Bonds, Catella is offering holders of the Issuer’s outstanding senior unsecured floating rate bonds notes maturing on 15 June 2022 with an outstanding amount of SEK 750 million (ISIN: SE0009994718) (the “Existing Bonds”) to tender any and all of their Existing Bonds for purchase by the Issuer for cash (the “Tender Offer”) at a price of 101.30 per cent of the nominal amount, plus accrued and unpaid interest. The Existing Bonds will be repurchased subject to the terms and conditions described in a tender information document dated 2 March 2021 (the “Tender Information Document”).

The full terms and conditions of the Tender Offer can be found in the Tender Information Document, which is available in the following link catella.com/tender offer

The Tender Offer expires at 12:00 CET on 9 March 2021, unless extended, re-opened, withdrawn or terminated at the sole discretion of the Issuer. Settlement of the Tender Offer is expected to occur at or around 17 March 2021. The Issuer’s repurchase of Existing Bonds is conditional upon a successful issue of New Bonds and the conditions set forth in the Tender Information Document.

Holders of Existing Bonds who accept the Tender Offer will be eligible to receive a priority in the allocation of the New Bonds, subject to the terms set out in the Tender Information Document.

Conditional upon the consummation of a successful issue of the New Bonds, Catella will exercise its right to make a voluntary early redemption of the Existing Bonds which are not being tendered in the Tender Offer, in accordance with the terms and conditions of the Existing Bonds. The Existing Bonds will in such early redemption be redeemed at a price equal to 101.20 per cent of the nominal amount (plus accrued and unpaid interest).

The Issuer has mandated ABG Sundal Collier AB and Nordea Bank Abp as joint arrangers and bookrunners in respect of the issuance of the New Bonds and as dealer managers and tender agents for the Tender Offer. Roschier Advokatbyrå AB has been appointed as legal counsel.

Attachment: The Tender Information Document (in English).

 

Dealer Managers and Tender Agents:

ABG Sundal Collier AB                                                             Nordea Bank Abp

+46 8566 286 40                                                                      +45 6161 2996

dcm-syndicate@abgsc.se                                                          NordeaLiabilityManagement@nordea.com

 

For futher information, please contact the Issuer at:

Christoffer Abramson

CFO

+46 (0) 8 463 33 25

christoffer.abramson@catella.se

This information is information that Catella is obliged to make public pursuant to the EU Market Abuse Regulation and the Swedish securities markets act (2007:528). The information was submitted for publication, through the agency of the contact person set out above on 2 March 2021, at 9.00 a.m. CET.

The Board of Catella has appointed Christoffer Abramson as CEO and President of Catella Group. Christoffer will begin his role no later than by the Annual General Meeting, May 25 2021. Christoffer has been the Chief Financial Officer since October 15 2020.

”The Board of Catella is delighted to announce the appointment of Christoffer Abramson to the position of CEO of Catella Group. Over the past four months, Christoffer has not only transformed our finance function but also helped us accelerate our strategic repositioning toward a more focused Catella within real estate. With a strong combination of transforming organizations, improving financial efficiency, and driving profitable growth strategically and tactically through controlled risk, we are certain that Christoffer is the right person to take Catella to the next level. I have enjoyed working closely with Christoffer and look forward to working with the entire Catella team as member of the Board after a transition period during the spring.” says Johan Claesson, acting CEO, board member and main owner.

”I am honoured and incredibly excited to have been asked by the Board to continue to work with the entire Catella team as CEO. There is enormous potential and competence within Catella and I am immensely proud to work with such entrepreneurial and ambitious people. Catella’s over 550 employees all work together with strong momentum to deliver creative solutions to all our partners and customers along the value chain of real estate and alternative investing. I would like to thank Johan Claesson and the rest of the Board for patiently guiding me into the Catella Group. Our goal is now to deliver strong growth to our customers and investors alike by strengthening our core offerings and by leveraging all our products and services even more across Europe.” says Christoffer Abramson, CFO and incoming CEO.

Prior to joining Catella Group as Chief Financial Officer, Christoffer was part of building a global real estate group within EF based in the USA. He earlier worked as an operating executive for several Private Equity funds in London and Paris. Christoffer began his career at General Electric where he spent 10 years in various roles, most recently as CFO of GE Real Estate in London.

Necessary approval is required from the regulator CSSF in Luxembourg before final access can take place.

 

This is information that Catella AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication through the agency of the contact person set out above at 17.15 CET on 24 February 2021.

For futher information, please contact:

Johan Claesson                                                                    Jan Roxendal
Acting CEO and member of the Board                             Chairman of the Board
+46 (0) 70 547 16 36                                                            +46 (0) 8 463 33 10
johan.claesson@catella.se

Christoffer Abramson
CFO
+46 (0) 8 463 33 25
christoffer.abramson@catella.se

Catella is a leading specialist in property investments and fund management, with operations in 14 countries. The group has assets under management amounted to SEK 135,8 billion at the end of the third quarter of 2020. Catella is listed on Nasdaq Stockholm in the Mid Cap segment. Read more online at catella.com.

Today Catella AB (publ) (”Company”) held its extraordinary general meeting at which mainly the following resolutions were adopted in accordance with the proposals by the board of directors:

• To approve the incentive programme through the issue of a maximum total of 3,000,000 warrants, distributed between two series: Series 2020/2024:A, comprising a total of 1,500,000 warrants and Series 2020/2025:B, comprising a total of 1,500,000 warrants to a subsidiary of the Company with right and obligation for the subsidiary to transfer the warrants in exchange for consideration. The subsidiary is permitted to transfer a maximum of 500,000 warrants, distributed between the following series: 250,000 warrants in Series 2020/2024:A and 250,000 warrants in Series 2020/2025:B to the Company’s current CFO. The remaining 2,500,000 warrants, i.e., 1,250,000 warrants in Series 2020/2024:A and 1,250,000 warrants in Series 2020/2025:B, shall be transferred, as instructed by the board of directors of the Company, to the future CEO of the Company, future senior management personnel and other key individuals. Each warrant carries the right for the holder to subscribe for one (1) new Class B share in the Company. The warrants may be exercised for the subscription of new shares during the following periods: warrants in Series 2020/2024:A from 1 June 2024 to 15 June 2024, dates inclusive; warrants in Series 2020/2025:B from 1 June 2025 to 15 June 2025, dates inclusive. The warrants shall be transferred on market terms at a price determined using the Black & Scholes valuation model. For Series A and Series B warrants, the subscription price per share upon exercise shall be equal to 120 percent of the volume-weighted average price of the Catella (Class B) share on Nasdaq Stockholm during a period of 10 trading days from the day after the board of directors of the Company extends the offer to acquire warrants to senior management personnel and other key individuals within the Catella Group who are eligible to participate in the warrant programme. Upon full subscription and exercise of all 3,000,000 warrants, the Company’s share capital could increase by no more than SEK 6,000,000 if the price is not recalculated as provided for under the complete terms and conditions of the warrant programme. This corresponds to dilution of approximately 3.4 percent of current share capital. In the judgement of the board of directors, the incentive programme promotes the long-term financial interests of the Company because, through personal investment, senior management personnel and key individuals within the Catella Group will benefit from and endeavour to achieve long-term and positive appreciation in the value of the Company’s share.
• To approve the incentive programme in the subsidiary APAM Ltd (”Subsidiary”) through the issue of Growth Shares. Participants in the programme have the right to subscribe for a maximum of 1,000 Growth Shares in the Subsidiary. Holders of Growth Shares will have the right to a specified percentage of any future growth in the value of the Subsidiary’s shares, measured from the date the Growth Shares are issued until the date the shares are actually sold/redeemed. The incentive programme is intended to encourage and motivate personnel who hold Growth Shares to work long-term to increase the value of the Subsidiary to the benefit of all shareholders, including themselves. The right to participate in the incentive programme shall accrue to the current executive team of the Subsidiary, excluding the Managing Director, and other key individuals, employees who are promoted and future employees. The incentive programme will be formalised upon today’s date and will end in December 2025. The holder’s potential return/income from the Growth Shares will be based on the growth in value from the date shares are allotted until the date shares are redeemed, dates inclusive. The initial entry valuation level will be based on the Company’s acquisition price of the Subsidiary. The valuation on the redemption date will be based on the Subsidiary’s average Adjusted EBIT for the preceding two years multiplied by eight (8). The Growth Shares are entitled to 10 percent of the growth in value between the entry date and redemption date. Costs arise when the value of the Subsidiary increases and shareholder value has been created. The cost of the incentive programme has been estimated at less than EUR one million. The incentive programme is non-dilutive because the Growth Shares issued will be repurchased by the Subsidiary at the end of the programme.
• To approve the reduction of the statutory reserve for allocation to non-restricted equity.
• To approve the amendment of the Articles of Association.

 

For more information, please contact:  

Jan Roxendal                                                                            Niklas Bommelin

Chairman                                                                                   Investor Relations

+46 8 463 33 10                                                                        +46 8 463 34 26, +46 768 91 12 40

niklas.bommelin@catella.se

About Catella: Catella is a leading specialist in property investments and fund management, with operations in 14 countries. The group has assets under management of approximately SEK 140 billion. Catella is listed on Nasdaq Stockholm in the Mid Cap segment. Read more online at catella.com.