Rights Issue 2023

• The subscription price was set to SEK 62 per share.
  
  
• The purpose of the rights issue was to strengthen the Company's financial position.
  
  
• The final outcome shows that 161,988,355 shares, corresponding to approximately 98.7 per cent of the offered shares in the rights issue, were subscribed for by exercise of subscription rights.
  
  
• The remaining 2,212,129 shares that were not subscribed for by exercise of subscription rights have been allotted to those who have subscribed for shares without exercise of subscription rights according to the principles outlined in the prospectus.
  
  
• The rights issue was fully subscribed and the guarantee commitments have not been utilised.
  
  
• As a result of the rights issue, Castellum will receive proceeds of SEK 10,180 million, before deduction of issue costs.

Please note that the following questions and answers provide general answers to frequently asked questions in connection with the rights issue in Castellum Aktiebolag ("Castellum" or the "Company"). More comprehensive information and the complete terms and conditions for the rights issue and information about Castellum is presented in the prospectus regarding the rights issue. The prospectus is available on this website.

Why has Castellum resolved on a rights issue?

The Board of Directors of Castellum believes that the proceeds from the rights issue will strengthen the Company's financial position and enable the Company, in the current macroeconomic environment, to (i) manage balance sheet liquidity alongside repayment of upcoming near and mid-term bond maturities with adequate margins, (ii) maintain and reinforce the Company's credit profile and public credit rating and (iii) enable the Company to keep growing selectively through planned and future value-creating development projects.

Did any party enter into subscription undertakings or guarantee commitments for the rights issue?

Akelius Residential Property, Castellum's largest shareholder representing 13.4 per cent of the shares and votes in Castellum, supported the decision of the rights issue and undertook to subscribe for its pro rata share (13.4 per cent) of the rights issue. Akelius Residential Property did, additionally, enter into a guarantee commitment to subscribe, subject to certain terms, for an additional 28.5 per cent of the rights issue without subscription rights. Citigroup Global Markets Europe AG and Nordea Bank Abp, filial i Sverige entered into a guarantee commitment by way of an underwriting agreement, subject to customary terms, for the remaining part of the rights issue that was not covered by Akelius Residential Property's subscription undertaking and guarantee commitment, i.e. 58.1 per cent of the rights issue (divided equally between Citigroup Global Markets Europe AG and Nordea Bank Abp, filial i Sverige). Hence, 100 per cent of the rights issue was covered by subscription undertakings and guarantee commitments. The subscription undertakings and guarantee commitments were not secured through, for example, bank guarantees. 

The rights issue was, however, fully subscribed and the guarantee commitments were thus not utilised.

What were the terms of the rights issue?

The Company's shareholders had preferential rights to subscribe for new shares in Castellum in proportion to the number of shares held on the record date of the rights issue. The record date for the right to participate in the rights issue was 11 May 2023. Those who were registered as shareholders in Castellum on the record date received one (1) subscription right for each share held in Castellum. Two (2) subscription rights entitled the holder to subscribe for one (1) new share in Castellum.

What was the subscription price? 

The subscription price was set to SEK 62 per share. 

What are the total issue proceeds?

As a result of the rights issue, Castellum will receive proceeds of SEK 10,180 million, before deduction of issue costs.  

How do I subscribe for shares in the rights issue?

The subscription period ended on 29 May 2023, and accordingly, it is no longer possible to subscribe for shares in the rights issue.

When will I receive my new shares subscribed for with subscription rights?

After subscription and payment for new shares by exercise of subscription rights, Euroclear Sweden AB distributed a notification confirming that paid and subscribed shares (BTAs) was registered at the subscriber's securities account. When the rights issue has been registered with the Swedish Companies Registration Office (Sw. Bolagsverket), which is expected to take place around 7 June 2023, the BTAs will be converted into new shares, without any notice from Euroclear Sweden. The new shares are expected to be registered at the subscriber's securities accounts around 12 June 2023. 

Subscribers with custody accounts with nominees will receive BTAs and information in accordance with their nominee's procedures. 

When will I receive new shares subscribed for without subscription rights?

The 2,212,129 shares that were not subscribed for by exercise of subscription rights have been allotted to those who have subscribed for shares without exercise of subscription rights 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 was sent to directly registered shareholders on 1 June 2023. Notification was only sent to those who have been allotted shares. The expected settlement date for shares subscribed for without subscription rights is around 7 June 2023 and the settlement amount shall be paid in accordance with the contract note. Once payment has been made for shares subscribed and allotted for, and as soon as the shares have been registered with the Swedish Companies Registration Office, the shares will be registered at the subscribers securities account and a notification will be sent from Euroclear Sweden AB as a confirmation of shares registered on the securities account. No BTAs will be registered at the subscriber's securities account, as the subscriber will receive shares immediately.

Nominee-registered shareholders will receive notification of allotment and payment in accordance with the respective bank's or nominee's procedures. 

What happened if I didn't do anything?

Upon expiry of the subscription period, on 29 May 2023, unexercised subscription rights became invalid and lapsed without any value.

Why were some jurisdictions restricted and which are these?

Shareholders whose shares were directly registered in securities accounts with registered addresses in Australia, Canada, Japan, New Zealand, South Africa, Switzerland and the United States or other jurisdictions where participation would require further prospectuses, registration or other approval by authorities, did not receive an issue statement nor the prospectus, nor did they receive any subscription rights in their respective securities accounts. The subscription rights that would otherwise have been allocated to such shareholders was instead sold by Handelsbanken Capital Markets Emission and the proceeds of the sale, with a deduction for costs, was paid out to such shareholders. However, amounts of less than SEK 100 was not paid out.

Where can I find more information regarding the rights issue?

More comprehensive information and the complete terms and conditions for the rights issue and information about Castellum is presented in the prospectus regarding the rights issue, available on this website.