Beijer Ref publishes the final outcome of the rights issue

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The information contained in this section of the website of Beijer Ref AB (publ) (the “Company”) (a) is only intended for, and may only be accessed by, or distributed or disseminated, directly or indirectly, in whole or in part, to persons resident and physically present outside the United States of America (including its territories and possessions, any state of the United States and the District of Columbia, the “United States”), Australia, Canada, Japan, Hong Kong, Singapore or South Africa and resident and physically present in a jurisdiction where to do so will not constitute a violation of the local securities laws or regulations of such jurisdiction and (b) does not constitute an offer to sell or the solicitation of an offer to buy or acquire, any securities of the Company in the United States, Australia, Canada, Japan, Hong Kong, Singapore, South Africa or any other jurisdiction where to do so might constitute a violation of the local securities laws or regulations of such jurisdiction.

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The subscription period in the rights issue of shares of series B in Beijer Ref AB (publ) ("Beijer Ref") ended on 16 March 2023. The final outcome of the rights issue shows that 126,359,340 shares of series B, corresponding to approximately 99.7 per cent of the offered shares in the rights issue, were subscribed for with subscription rights. The remaining 422,516 shares of series B have been allotted to those who have subscribed for shares without subscription rights. The rights issue is therefore fully subscribed and Beijer Ref will from the rights issue receive proceeds of SEK 13,946 million before issue costs.

The final outcome shows that 126,359,340 shares of series B, corresponding to approximately 99.7 per cent of the offered shares in the rights issue, have been subscribed for by the exercise of subscription rights. The remaining 422,516 shares of series B that were not subscribed for with subscription rights have been allotted to those who have subscribed for shares without subscription rights in accordance with the principles described in the prospectus. The rights issue is thus fully subscribed and the underwriting commitment has not been utilised.

As a result of the rights issue, Beijer Ref will receive proceeds amounting to SEK 13,946 million, before issue costs. Through the rights issue, Beijer Ref’s share capital will increase by SEK 123,260,137.78, from SEK 371,684,512.50 to SEK 494,944,650.28 and the total number of shares in Beijer Ref will increase by 126,781,856. After the rights issue, the number of shares in Beijer Ref will amount to 509,085,926, of which 27,956,160 shares of series A and 481,129,766 shares of series B.

Those who have subscribed for shares without subscription rights have been allotted shares according to the principles outlined in the prospectus. As a confirmation of the allotment of new shares subscribed for without subscription rights, a contract note will be sent to subscribers on or around 21 March 2023. Subscribed and allotted shares must be paid for in cash in accordance with the instructions in the contract note. Nominee-registered shareholders will receive notice of allotment in accordance with the procedures of the nominee. Notification will only be sent to those that have been allotted shares.

The last day of trading with paid subscribed shares (Sw. betalda tecknade aktier – BTA) is 21 March 2023. First day of trading on Nasdaq Stockholm for new shares of series B subscribed for by exercise of subscription rights is expected to be on 27 March 2023. First day of trading on Nasdaq Stockholm for new shares of series B subscribed for without subscription rights is expected to be on 3 April 2023.

Advisors
Citi, Handelsbanken and Nordea act as financial advisors and underwriters of the rights issue. Mannheimer Swartling acts as legal advisor to Beijer Ref in relation to the rights issue, Davis Polk & Wardwell acts as U.S. legal advisor to Beijer Ref in relation to the rights issue and White & Case acts as legal advisor to Citi, Handelsbanken and Nordea in relation to the rights issue.

For more information, please contact:
Christopher Norbye
CEO
Telephone +46 40-35 89 00
Email cne@beijerref.com

Ulf Berghult
CFO
Telephone +46 40-35 89 00
Email ubt@beijerref.com

Niklas Willstrand
Global Corporate Communications Manager
Telephone +46 40-35 89 00
Email nwd@beijerref.com

BEIJER REF AB is a technology-oriented trading Group which, through added-value products, offers its customers competitive solutions within refrigeration and climate control. Beijer Ref is one of the largest refrigeration wholesalers in the world, and is represented in 43 countries in Europe, North America, Africa and Asia and Oceania.

www.beijerref.com

IMPORTANT INFORMATION

None of the securities referred to herein have been or will be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction in the United States, and may not be offered, pledged, sold, delivered or otherwise transferred, directly or indirectly, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable other securities laws. There will not be any public offering of any of the securities in the United States.

In the United Kingdom, this press release is directed only at, and communicated only to, persons who are qualified investors within the meaning of article 2(e) of the Prospectus Regulation (2017/1129) of the European Parliament and of the Council of 14 June 2017 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 who are (i) persons who fall within the definition of "investment professional" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), or (ii) persons who fall within article 49(2)(a) to (d) of the Order, or (iii) persons to whom it may otherwise be lawfully communicated (all such persons referred to in (i), (ii) and (iii) above together being referred to as “Relevant Persons”). This press release must not be acted on or relied on by persons in the UK who are not Relevant Persons.

Citi, Handelsbanken and Nordea are acting for Beijer Ref in connection with the transaction and no one else and will not be responsible to anyone other than Beijer Ref for providing the protections afforded to its clients nor for giving advice in relation to the transaction or any other matter referred to herein.

This press release and the information herein is not for publication, release or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Hong Kong, Japan, Canada, New Zealand, South Africa, Switzerland, Singapore or any other state or jurisdiction in which publication, release or distribution would be unlawful or where such action would require additional prospectuses, filings or other measures in addition to those required under Swedish law.

The press release is for informational purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy or acquire, or subscribe for, any of the securities mentioned herein (collectively, the “Securities”) or any other financial instruments in Beijer Ref AB (publ). Any offer in respect of any of the Securities will only be made through the prospectus that Beijer Ref AB (publ) has published in due course. Offers will not be made to, and application forms will not be approved from, subscribers (including shareholders), or persons acting on behalf of subscribers, in any jurisdiction where applications for such subscription would contravene applicable laws or regulations, or would require additional prospectuses, filings, or other measures in addition to those required under Swedish law. Measures in violation of the restrictions may constitute a breach of relevant securities laws.

This press release contains forward-looking statements that reflect Beijer Ref AB (publ)’s current view of future events as well as financial and operational development. Words such as “intend”, “assess”, “expect”, “may”, “plan”, “estimate” and other expressions involving indications or predictions regarding future development or trends, not based on historical facts, identify forward-looking statements and reflect Beijer Ref AB (publ)’s beliefs and expectations and involve a number of risks, uncertainties and assumptions which could cause actual events and performance to differ materially from any expected future events or performance expressed or implied by the forward-looking statement. The information contained in this press release is subject to change without notice and, except as required by applicable law, Beijer Ref AB (publ) does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it and nor does it intend to. You should not place undue reliance on forward-looking statements, which speak only as of the date of this press release. As a result of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements as a prediction of actual future events or otherwise.

This announcement does not constitute an investment recommendation. The price and value of securities and any income from them can go down as well as up and you could lose your entire investment. Past performance is not a guide to future performance. Information in this announcement cannot be relied upon as a guide to future performance.

The securities mentioned in this press release have not been registered and will not be registered under any applicable securities law in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa, Switzerland or Singapore and may, with certain exceptions, not be offered or sold within, or on behalf of a person or for the benefit of a person who is registered in, these countries. The Company has not made an offer to the public in to subscribe for or acquire the securities mentioned in this press release other than in Sweden and Denmark.

In the EEA Member States, with the exception of Sweden and Denmark, (each such EEA Member State, a “Relevant State“), this press release and the information contained herein are intended only for and directed to qualified investors as defined in Article 2 (e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”). The securities mentioned in this press release are not intended to be offered to the public in any Relevant State and are only available to qualified investors except in accordance with exceptions in the Prospectus Regulation. Persons in any Relevant State who are not qualified investors should not take any actions based on this press release, nor rely on it.

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