EQT Private Equity announces intention to sell portion of stake in Beijer Ref AB
Breeze TopCo S.à r.l., a company ultimately owned by the EQT IX fund (“EQT Private Equity”), hereby announce its intention to sell 40,000,000 class B-shares in Beijer Ref AB (“Beijer Ref”), equivalent to 7.9% of the share capital of, and 29.0% of EQT’s shareholding in, Beijer Ref, through a placing to institutional investors (the “Placing”).
The Placing will be conducted by way of an accelerated bookbuilding process, which will be launched immediately following this announcement. Carnegie Investment Bank AB (publ) (“Carnegie”) and Citigroup Global Markets Limited (“Citi”) are acting as Joint Global Co-ordinators and Joint Bookrunners, Mizuho Securities Europe GmbH (“Mizuho”) is acting as a Joint Bookrunner in the Placing (together the “Managers”).
EQT Private Equity has been the principal shareholder in Beijer Ref since 2020 and remains committed to the company. By selling a part of its holdings in the company, EQT Private Equity will realise a portion of its significantly grown financial exposure and return capital to its investors, as well as broaden out the company’s shareholder base.
EQT Private Equity has agreed to a 90-day lock-up period, subject to waiver with the prior written consent of the Managers and to certain customary exceptions.
Assuming all 40,000,000 shares available in the Placing are sold, EQT will hold 97,819,214 shares in Beijer Ref corresponding to 19.2% of the share capital and 21.0% of voting rights following the placing. Beijer Ref will not receive any proceeds from the Placing.
Advokatfirman Vinge KB and Loyens & Loff Luxembourg S.à r.l., are legal counsels to EQT Private Equity and White & Case is legal counsel to the Managers in connection with the Placing.
This announcement is not for distribution, directly or indirectly, in whole or in part, in or into the United States, Canada, Japan, South Africa or Australia, or any other jurisdiction where to do so might constitute a violation or breach of any applicable law or regulation. This announcement is not a prospectus for the purposes of the Prospectus Regulation (as defined below). This announcement is for information purposes only and is not intended to constitute, and should not be construed as, an offer to sell or a solicitation of any offer to buy any securities of the company in the United States, Canada, Japan, Australia or in any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction, and the distribution of this communication in such jurisdictions may be similarly restricted. This announcement should not be regarded as an opinion or recommendation concerning the purchase or sale of securities of the company. Persons into whose possession this communication comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdictions.
The securities mentioned herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act"), and may not be offered or sold in the United States absent registration under the US Securities Act or an available exemption from, or transaction not subject to, the registration requirements of the US Securities Act. There will be no public offering of securities in the United States.
In the United Kingdom this announcement is only being distributed to, and is only directed at, and any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, qualified investors as defined in the prospectus regulation who are (i) investment professionals falling with article 19(5) of the UK Financial Services and Markets Act 2000 (financial promotion) order 2005 (the "Order"); or (ii) high net worth entities falling within article 49(2)(a) to (d) of the Order, or (iii) other persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as "Relevant Persons"). Persons who are not Relevant Persons should not take any action on the basis of this announcement and should not act or rely on it.
No person has authorised any offer to the public of securities in any member state of the European Economic Area. With respect to any Member State of the European Economic Area (each a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in Relevant Member States (i) to any legal entity which is a qualified investor as defined in the Commission Regulation (EU) 2017/1129, as amended (the “Prospectus Regulation”); or (ii) in any other circumstances falling within article 1(3) and 4(2) of the Prospectus Regulation provided that no such offer will result in a requirement for the publication of a prospectus pursuant to article 3 of the Prospectus Regulation. For the purpose of this paragraph, the expression "offer of securities to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable the investor to decide to purchase or subscribe for the securities.
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