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Swiss Properties Invest A/S publishes prospectus and has applied for admission to trading on Nasdaq First North Growth Market Denmark

·9-min read
Swiss Properties Invest A/S
Swiss Properties Invest A/S

MUST NOT BE PUBLISHED, DISTRIBUTED, OR SUPPLIED OR PARTICULAR, DIRECTLY OR INDIRECTLY, IN OR TO UNITED STATES, AUSTRALIA, CANADA OR JAPAN.

This company announcement does not constitute a prospectus, an offering circular or other offering document. No one should purchase or subscribe for shares in Swiss Properties Invest A/S (“Swiss Properties Invest” or the “Company”), unless this is done on the basis of the information provided in the prospectus, which has been published by the Company in connection with the offering and admission of such shares for trading on Nasdaq First North Growth Market Denmark. The prospectus is available on the Company’s website.

Company Announcement No. 1-2022

Copenhagen, 16. June 2022

Swiss Properties Invest A/S has applied for admission to trading on Nasdaq First North Growth Market Denmark and offers between 1,000,000 and 2,000,000 new offer shares (the “Offer Shares”) of nominally DKK 100 each (the “Offering”).

The offer period runs from 21 June 2022 to 4 July 2022, and the offer price is DKK 107.50 per Offer Share, corresponding to a pre-money valuation of the existing shares of DKK 24,187,500.00. The maximum size of the Offering is nominally DKK 200,000,000, of which 60.68 % have been pre-subscribed before the offer period opens, corresponding to subscription undertakings of DKK 130,470,815.00.

ABOUT SWISS PROPERTIES INVEST

Swiss Properties Invest, which was founded on 8 October 2021, is the Danish holding company of the wholly owned subsidiary Swiss Properties Invest AG (CHE-422.631.240), which were founded on 30 November 2021. The purpose of Swiss Properties Invest AG is to own, operate, optimize, and develop a portfolio of attractive commercial properties for renting out commercial space in selected regions (cantons) in Switzerland with the aim of creating shareholder value to its investors.

SUMMARY OF THE OFFERING

  • The expected gross proceeds are between DKK 107.5 million and DKK 215 million before transaction costs.

  • The Offering consists of between 1,000,000 and 2,000,000 Offer Shares of nominally DKK 100 each.

  • The offer price is DKK 107.5 per share, corresponding to a pre-money valuation of DKK 24,187,500.00.

  • The offer period runs from 21 June 2022 9:00 CET and 4 July 2022 23:59 CET.

  • The announcement of the result of the Offering takes place 6 July 2022 12:00 CET.

  • The date of payment and settlement of the Offer Shares is 11 July 2022.

  • Registration of the new shares with the Danish Business Authority is expected to take place on 12 July 2022.

  • The first day of trading is expected to be 14 July 2022.

  • The maximum size of the Offering is nominally DKK 200,000,000, of which 60.68 % of the Offer Shares has been pre-subscribed before the offer period opens, corresponding to subscription undertakings of DKK 130,470,815.00.

  • The number of outstanding shares before the Offering is 225,000.

  • No existing shareholders sell their shares in connection with the Offering. All existing shareholders are subject to a 36-month lock-up period commencing from the first day of trading.

  • The Offering may be withdrawn by the Company at any time before the announcement of the result of the Offering take place.

REASON FOR THE OFFERING

Swiss Properties Invest intends to list on Nasdaq First North Growth Market Denmark to get access to additional capital using the proceeds from the Offering to acquire additional commercial properties in line with the purpose and strategy of Swiss Properties Invest and its wholly owned subsidiary Swiss Properties Invest AG.

FINANCIAL EXPECTATIONS

The Company strategically pursue the strategy and objectives of the Company and its wholly owned subsidiary Swiss Properties Invest AG which is to acquire, operate and develop commercial properties to rent out commercial space.

The proceeds from the Offering of Offer Shares are expected to be allocated as follows

  • 98 % to acquire more commercial properties

  • 2 % to fund working capital requirements

The Company has no intention to sell properties once acquired as the very purpose is renting out
commercial space providing continued value growth through retained and re-invested earnings
and property value appreciation over time and with no ending.

SUBMISSION OF SUBSCRIPTION ORDERS

Subscription for Offer Shares via the applications form
Applications to subscribe for Offer Shares in the Offering should be made by submitting the application form enclosed in the prospectus to the investor’s account holding bank during the offer period. Applications are binding and cannot be altered or cancelled. Applications should be made for the number of Offer Shares or an aggregate amount rounded to the nearest Danish kroner amount. Only one application will be accepted from each account in VP Securities A/S.

The minimum subscription is 75 Offer Shares, corresponding to a subscription order of DKK 8,062.50.

Subscription for Offer Shares via Nordnet AB
Persons who are account customers at Nordnet AB may apply for the acquisition of shares through Nordnet’s Online Service. Application with Nordnet AB can be made until 4 July 2022 at 23:59 CET. Please note that applications through Nordnet AB can be amended or withdrawn until the end of the offer period. In order not to lose the right to the allotment, account customers at Nordnet AB are to have enough cash equivalents available at the account during the period from 23:59 CET on 4 July 2022 until the settlement day, which is estimated to be 11 July 2022.

The minimum subscription is 75 Offer Shares, corresponding to a subscription order of DKK 8,062.50.

ISIN CODE AND SYMBOL

Swiss Properties Invest has one share class.

The Offer Shares will be registered in a temporary ISIN DK0061805744 and the existing shares will be registered in the permanent ISIN DK0061805660. Following the completion of the Offering, the temporary ISIN will be merged with the permanent ISIN DK0061805660.

The shares will be traded under the ticker symbol “SWISS”.

PROSPECTUS

Swiss Properties Invest has today published a prospectus. The prospectus and investor brochure   are available on Swiss Properties Invest’s website www.swisspropertiesinvest.dk. The prospectus is also available as a link at the bottom of this announcement.

The prospectus has been approved by the Danish Financial Supervisory Authority.

ADMISSION TO TRADING

The Offer Shares and the existing shares of Swiss Properties Invest are conditionally approved for admission to trading on Nasdaq First North Growth Market Denmark, subject to completion of the Offering and fulfillment of Nasdaq First North Growth Market Denmark’s requirements for shareholder distribution and free float. The first day of trading for the shares on Nasdaq First North Growth Market Denmark is expected to be 14 July 2022.

PLACEMENT

Baker Tilly Corporate Finance acts as financial advisor and Certified Adviser in connection with the Offering. Jyske Bank A/S acts as settlement and issuing agent. Nordnet AB acts as selling agent.

CONTACT INFORMATION
Swiss Properties Invest A/S
Kirsten Sillehoved, CEO
Mobile (+45) 52 40 71 52
E-mail kirsten@swisspropertiesinvest.dk
Schleppegrellsgade 8
2200 Copenhagen N
Denmark

CERTIFIED ADVISER
Baker Tilly Corporate Finance
Gert Michael Mortensen
Mobile (+45) 30 73 06 67
E-mail gmm@bakertilly.dk
Poul Bundgaard Vej 1
2500 Valby
Denmark

IMPORTANT INFORMATION

This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by Swiss Properties Invest A/S in any jurisdiction where such offer or sale would be unlawful and the announcement and the information contained herein are not for distribution or release, directly or indirectly, in or into such jurisdictions, including but not limited to, the United States, Australia, Canada or Japan.

This announcement does not constitute an offering circular, prospectus or other offer document and nothing herein contains an offering of securities. No one should purchase or subscribe for any securities in Swiss Properties Invest A/S unless this is done on the basis of information in the prospectus published by the Company in connection with the Offering and admission of such securities to trading on Nasdaq First North Growth Market Denmark, which is available on the Company's website.

Neither the existing shares of Swiss Properties Invest A/S nor the Offer Shares have been, or will be, registered under the United States Securities Act of 1933, as amended. Neither the existing shares nor the Offer Shares may be offered or sold, directly or indirectly, in or into the United States or to persons residing there. Moreover, the Offering is not made to persons resident in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa, Switzerland, or Singapore or to persons whose participation would require the publication of a prospectus, registration or other measures. Any application to subscribe for the Offer Shares in violation of these restrictions may be void. Persons who receive copies of this announcement are required to inform themselves about, and comply with, such restrictions. Any failure to comply with the restrictions described may result in a violation of securities regulations.

Certain statements in this announcement constitute forward-looking statements. Forward-looking statements are statements (other than statements of historical fact) relating to future events and the Company's anticipated or planned financial and operational performance. The words "targets", "believes", "expects", "aims", "intends", "plans", "seeks", "will", "may", "might", "anticipates", "would", "could", "should", "continues", "estimates" or similar expressions or the negative forms thereof, identify certain of these forward-looking statements. Other forward-looking statements can be identified in the context in which the statements are made. The Company has based these forward-looking statements on its current views with respect to future events and financial performance. By their nature, forward-looking statements are based on certain assumptions and projections on future events and financial performance, which involve a number of risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial consequences of the plans and events described herein. Actual results are likely to differ from those set forth in the forward-looking statements. Any forward-looking statements speak only as at the date of this document and neither the Company nor any of its respective affiliates, directors, officers, employees, advisors, or any other person is under any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not and may not rely on these forward-looking statements.

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