EQT AB announces share lock-up revision to strengthen long-term alignment - share sale launched by Partners
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EQT AB today announces it has prolonged the EQT AB Partners’ IPO share lock-up period, alongside a partial lock-up release, as part of its next steps for future-proofing the firm and strengthening its long-term ownership framework. Given the outperformance since EQT’s IPO in 2019, including strong investment performance and larger fundraisings, this proactive revision of the share lock-up structure creates a stronger long-term alignment with EQT’s fund investors and EQT AB’s shareholders, while enabling further shareholder diversification.
Pursuant to the first partial lock-up release, Partners of EQT AB (as of the time of the IPO, including both existing and former Partners) will sell 63,126,553 ordinary shares in EQT AB, representing 6 percent of EQT AB’s share capital and 11 percent of Partners’ combined current shares and votes in EQT AB, to Swedish and international institutional investors through an accelerated book-building process. The shares sale is expected to improve the liquidity of the EQT AB share and is supported by a strong commitment from long-term investors, including the Wallenberg Investments AB who has committed to purchase shares representing 1 percent of EQT AB’s current share capital. The transaction is already covered from the wall crossing of institutional investors.
“When looking at the long-term growth prospects of private markets and the way EQT does business with purpose, talented people and positive impact at the core of everything we do, there are ample opportunities for us to continue to grow as a firm. Our success lies in the close, long-term alignment with EQT’s clients and our relentless focus on performance. The adjusted lock-up structure promotes exactly those aspects and benefits all our different stakeholders; clients, shareholders, employees and portfolio companies,” says Christian Sinding, CEO at EQT AB.
Lock-up revision strategic rationale
- Proactively setting a solid framework for the long-term ownership of EQT AB and enabling a diversified and broadened ownership base
- Nearly doubling, on average, the Partner lock-up period compared to the IPO lock-up structure and establishing a more balanced lock-up release structure over a longer period
- Ensuring stronger alignment between EQT’s fund investors and shareholders by requiring Partners of EQT AB to commit to reinvest 50 percent of the net proceeds from any share sale pursuant to the September 2021 lock-up release into EQT funds over the next fund cycle
- Ensuring an orderly market in EQT AB shares and stock liquidity which is achieved through structured partial lock-up releases for Partners starting today, where the first lock-up release amounts to less than half of the release previously scheduled for September 2022
“Our industry is going through fast change and EQT is determined to stay at the forefront of this transformation, with our differentiated approach and growth-focused strategy for EQT as a firm. We are now taking proactive and responsible steps in revising the lock-up structure for EQT AB’s Partners to further strengthen the ownership base and incrementally improve stock liquidity. It is also about future-proofing EQT further. The firm will benefit from a more solid governance, a stronger alignment of interests, and a broadened ownership base,” says Conni Jonsson, Chairperson at EQT AB.
The lock-up revision in detail
- Shares representing 6 percent of EQT AB’s current share capital, or less than half of the release previously scheduled for September 2022 as part of the lock-up structure set at the time of the IPO, are now released. The remaining part of the original 2022 lock-up will be subject to an extended lock-up period
- No material share sales by Partners employed by the EQT AB Group are expected in the two-year period from September 2021 until 2023. Shares representing a further 8 percent of EQT AB’s current share capital are released in September 2023
- The 2021 lock-up release enables a diversification of EQT AB’s ownership base and allows for a partial reweighting of Partner exposure from EQT AB shares to EQT funds. In the IPO, shares representing about 11 percent of the total Partner ownership were bought by new shareholders. In total, post the September 2021 offering Partners will, on average, still retain 78 percent of their pre-IPO ownership
- The remaining Partner shares, representing about 43 percent of EQT AB’s current share capital, will thereafter be released each year from September 2024 to 2026, and for the most senior Partners to 2028
- Establishment of a framework for long-term ownership to ensure an orderly market in EQT AB shares whereby Partners have agreed to coordinate any material share sales until September 2026, and thereafter inform EQT AB about any share sales until 2030
About the Partner Share Sale
Following EQT AB’s lock-up revision and the partial lock-up releases in September 2021, Partners today launch a share sale through an accelerated book-building process. Morgan Stanley Europe SE (“Morgan Stanley”), Skandinaviska Enskilda Banken AB (”SEB”), BNP Paribas (“BNP”), Carnegie (”Carnegie”) and JP Morgan AG (“JP Morgan”), together the “Joint Bookrunners”, have been retained to explore the opportunity to sell approximately 6 percent of the issued share capital of EQT AB to Swedish and international institutional investors. The shares that are subject to the share sale are owned by approximately 60 Partners (as of the time of the IPO, including both existing and former Partners) whose combined holdings amount to 538 million shares, representing 55 percent of the total number of shares and votes in EQT AB. Note that the larger shareholders are selling less than 10 percent in the 2021 share sale, compared with the original lock-up allowing a 25 percent sell-down.
The envisaged share sale represents up to 63 million shares, corresponding to approximately 11 percent of the Partners’ combined holding in EQT AB. The price per share as well as the final number of shares to be sold in the share sale will be determined through the accelerated book-building process and the results will be announced as soon as practicable thereafter. The book-building period commences today, 7 September 2021 at 17.30 CEST and may close at any time on short notice.
This is information that EQT 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 persons set out below, on 7 September 2021 at 17.30 CEST.
Olof Svensson, Head of Shareholder Relations, +46 72 989 09 15
Nina Nornholm, Head of Communications, +46 70 855 03 56
EQT Press Office, email@example.com, +46 8 506 55 334
THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL, OR SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE SOLD IN THE UNITED STATES ABSENT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THERE WILL NOT BE A PUBLIC OFFERING OF THE SHARES IN THE UNITED STATES.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES OR INVESTMENTS FOR SALE OR A SOLICITATION OF AN OFFER TO BUY SECURITIES OR INVESTMENTS IN ANY JURISDICTION WHERE SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. NO ACTION HAS BEEN TAKEN THAT WOULD PERMIT AN OFFERING OF THE SECURITIES OR POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") (EACH, A "RELEVANT MEMBER STATE"), THIS ANNOUNCEMENT AND ANY OFFER IF MADE SUBSEQUENTLY IS DIRECTED EXCLUSIVELY AT PERSONS WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF THE PROSPECTUS REGULATION ("QUALIFIED INVESTORS"). FOR THESE PURPOSES, THE EXPRESSION "PROSPECTUS REGULATION" MEANS THE PROSPECTUS REGULATION (EU) 2017/1129 AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN THE RELEVANT MEMBER STATE.
IN THE UNITED KINGDOM THIS ANNOUNCEMENT IS DIRECTED EXCLUSIVELY AT QUALIFIED INVESTORS (I) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") OR (II) WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, AND (III) TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED.
IN CONNECTION WITH THE SHARE SALE, THE JOINT BOOKRUNNERS AND ANY OF THEIR AFFILIATES ACTING AS AN INVESTOR FOR ITS OWN ACCOUNT MAY TAKE UP AS A PRINCIPAL POSITION ANY SHARES AND IN THAT CAPACITY MAY RETAIN, PURCHASE OR SELL FOR ITS OWN ACCOUNT SUCH SHARES. IN ADDITION, THE JOINT BOOKRUNNERS OR THEIR AFFILIATES MAY ENTER INTO FINANCING ARRANGEMENTS AND SWAPS WITH INVESTORS IN CONNECTION WITH WHICH THE JOINT BOOKRUNNERS (OR THEIR AFFILIATES) MAY FROM TIME TO TIME ACQUIRE, HOLD OR DISPOSE OF SHARES. THE JOINT BOOKRUNNERS DO NOT INTEND TO DISCLOSE THE EXTENT OF ANY SUCH INVESTMENT OR TRANSACTIONS OTHERWISE THAN IN ACCORDANCE WITH ANY LEGAL OR REGULATORY OBLIGATION TO DO SO.
THE JOINT BOOKRUNNERS ARE ACTING ON BEHALF OF THE SELLERS AND NO ONE ELSE IN CONNECTION WITH THE SHARE SALE AND WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF THE JOINT BOOKRUNNERS OR FOR PROVIDING ADVICE IN RELATION TO THE SHARE SALE.