Completion of Partners’ sale of shares in EQT AB
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
As announced earlier today, EQT AB (“EQT”) has decided to prolong the EQT AB Partners’ (the “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.
Pursuant to the lock-up revision, the Partners launched an accelerated book-building process to Swedish and international institutional investors. The transaction is now completed and the Partners have sold 63,126,553 shares in EQT representing approximately 6 percent of the total number of shares and votes in EQT at a price of SEK 370 per share (the “Share Sale”), corresponding to a discount of 7.6 percent to the closing price as of 7 September 2021.
Following the Share Sale, the five largest shareholders among Partners retain more than 90 percent of their respective shares. As announced in connection with the lock-up revision, Partners are committed 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.
“We are humbled and very happy with the strong support for this important strategic revision of the lock-up structure. The feedback from the institutions has been extremely positive and they appreciate the long-term enhancement and the strengthened connection to both our clients, EQT’s fund investors, and the shareholders of EQT AB,” says Conni Jonsson, Chairperson at EQT AB.
As stated earlier, the larger shareholders have sold less than 10 percent in the Share Sale (compared with the original lock-up allowing a 25 percent sell-down in 2022). Before the Share Sale, Partners (current and previous) owned 569,838,195 shares in EQT corresponding to 58 percent of the share capital and votes. Following the Share Sale, Partners jointly own 506,711,642 shares in EQT corresponding to 51 percent of the share capital and votes.
Change of ownership following the Share Sale
Members of Board of Directors and ExCom participating in the Share Sale:
Shares sold/ Number of shares – after share sale:
3,121,385 / 28,120,000
3,244,839 / 29,203,556
3,029,355 / 27,400,000
3,044,799 / 27,596,291
5,583,277 / 21,110,627
144,000 / 433,335
Other (includes both current and previous Partners)
39,726,634 / 325,363,852
Total 63,126,553 / 506,711,642
Morgan Stanley, SEB, BNP, Carnegie and JP Morgan acted as Joint Global Coordinators and Joint Bookrunners in connection with the Share Sale.
Olof Svensson, Head of Shareholder Relations, +46 72 989 09 15
Nina Nornholm, Head of Communications, +46 70 855 03 56
EQT Press Office, firstname.lastname@example.org, +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.