Beijer Ref to close acquisition of Heritage Distribution and calls for an Extraordinary General Meeting on 17 February 2023

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Beijer Ref to close acquisition of Heritage Distribution and calls for an Extraordinary General Meeting on 17 February 2023

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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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Beijer Ref AB (publ) (“Beijer Ref”) announces that the waiting period for the regulatory process regarding the acquisition of Heritage Distribution Holdings has expired without Beijer Ref having received any objections or inquiries from the regulatory authority. The acquisition will close on 20 January 2023, subject to standard closing conditions.

The acquisition and acquisition related costs will be financed through a bridge facility provided by Handelsbanken and Nordea amounting to approximately SEK 13.6 billion. As previously announced, the facility is intended to be repaid by proceeds from a fully underwritten rights issue of series B shares with preferential rights for existing shareholders in Beijer Ref. For purposes of authorising the Board of Directors to resolve on the rights issue, the Board of Directors calls for an Extraordinary General Meeting on 17 February 2023, and proposes that the Board of Directors shall be authorised to resolve to issue new shares of series B for issue proceeds amounting to approximately SEK 14 billion, with the purpose to (re)pay the bridge facility and finance issue related costs. To enable the rights issue, the Board of Directors further proposes changes to the Articles of Association, including that the limits for the share capital and the number of shares are adjusted.

The rights issue is intended to be launched during the first half of 2023. EQT has undertaken to subscribe for its pro rata share of the rights issue, corresponding to 29.8% of the shares (excl. treasury shares). Citi, Handelsbanken and Nordea have committed to underwrite the remainder of the rights issue, subject to customary terms and conditions, by entering into a standby underwriting agreement with Beijer Ref, which commitment is envisaged to be replaced by a hard underwriting agreement upon launch of the rights issue.

The notice to the Extraordinary General Meeting will be published separately.

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 42 countries in Europe, Africa, 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.

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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) expects to publish 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.

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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.

In the EEA Member States, with the exception of Sweden, (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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