Creaspac publishes prospectus for its initial public offering on Nasdaq Stockholm
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Creaspac AB (”Creaspac” or the ”Company”), a Swedish public acquisition company, established on the initiative of Creades AB (publ) (”Creades”), announced on 9 June 2021 its intention to launch an initial public offering on Nasdaq Stockholm (the “Offering”). The Company today publishes a prospectus for the Offering. The first day of trading is expected to be 23 June 2021.
The Offering in brief
- The price in the Offering has been set to SEK 100 per share (the “Offer Price”).
- The Offering comprises a maximum of 24,800,000 million newly issued shares in Creaspac.
- The newly issued shares are expected to provide the Company with proceeds of approximately SEK 2.5 billion before issue costs.
- Creades, Lannebo Fonder, PriorNilsson, Ramsbury Invest, SEB Investment Management and Swedbank Robur Fonder (the ”Cornerstone Investors”), have, on the same terms as other investors, undertaken to subscribe for shares in the Offering. The Cornerstone Investors respective undertakings entail that they, after the Offering, will own shares in the Company corresponding to 15.0 per cent, 9.8 per cent, 9.8 per cent, 4.8 per cent, 6.0 per cent and 9.8 per cent respectively, that is 55.2 per cent in total, provided that the Offering is fully subscribed.
- The Offering consists of an offer to institutional investors in Sweden and abroad, as well as an offer to the general public in Sweden.
- First day of trading on Nasdaq Stockholm is expected to be 23 June 2021 under the symbol “CPAC”.
Prospectus and application
The prospectus (in Swedish with an English translation), containing the Offering’s complete terms and conditions, is published today on Creaspac’s website (www.creaspac.se), SEB’s website for prospectuses (www.sebgroup.com/prospectuses) and Avanza’s website (www.avanza.se). Applications can be made on the online platforms of SEB and Avanza.
|Application period for the general public in Sweden:||14-21 June 2021|
|Application period for institutional investors:||14-22 June 2021|
|First day of trading on Nasdaq Stockholm:||23 June 2021|
|Settlement date:||28 June 2021|
Creaspac is a Swedish acquisition company, a so-called Special Purpose Acquisition Company (SPAC), established on the initiative of Creades. The purpose of Creaspac is to raise capital through an initial public offering on Nasdaq Stockholm and within 36 months thereafter acquire an unlisted company which, through Creaspac, after review and approval, will be listed on Nasdaq Stockholm Main Market or Nasdaq First North Growth Market. Prior to the completion of an acquisition, the Company’s board of directors will present the acquisition to the shareholders at a general meeting and the general meeting must approve the acquisition before it can be completed. Shareholders who do not approve such an acquisition will, under certain conditions, be entitled to have their shares redeemed.
Creaspac’s acquisition strategy is to acquire a company with significant potential for revaluation and the ability to generate profitable growth, taking risk into account. Potential target companies include primarily Nordic, unlisted companies with businesses that are relatively predictable, for example, in terms of customer behaviour, industry structure and technological development. Creaspac is expected to acquire a target company with an enterprise value of approximately SEK 2-5 billion (excluding indebtedness). Creaspac is not limited to acquiring a company in one or more specific industries or sectors, however, Creades, whose investment organisation supports Creaspac with transaction-related advisory services, has experience in investing in and good knowledge of financial services, e-commerce and related services, software/SAAS companies, gaming (games, not betting) and industrial companies within consumers goods.
Creades will be the so-called sponsor of Creaspac and will, through an investment of SEK 375 million, own 15 per cent of the total number of outstanding shares in Creaspac after the Offering (provided that the Offering is fully subscribed). Creades intends to be a long-term principal owner in Creaspac. Creades will invest on the same conditions as other investors to align interests and share incentives.
As a sponsor and initiator of Creaspac, Creades will also receive 3,750,000 sponsor Warrants (“the Sponsor Warrants”) in Creaspac, free of charge (corresponding to approximately 15 per cent of the total outstanding shares in the Company after the Offering, provided that the Offering is subscribed for in full). Each Sponsor Warrant entitles the holder to subscribe for one share in the Company at a subscription price of SEK 100 plus an ongoing accumulated increase of 7.5 percent annually from the date after the general meeting that has approved the acquisition that Creaspac’s purpose is to complete (the “Approval Date”). The Sponsor Warrants may be exercised to subscribe for shares at the earliest on the Approval Date and at the latest within five years from the Approval Date.
The Sponsor Warrants are construed so that if the warrants are exercised for subscription of shares when six months or more have lapsed from the Approval Date, Creaspac has the right to request that subscription of the shares shall instead be made at the share’s quota value, but the number of issued shares will then be lower instead. Should Creaspac choose this alternative exercise model, less capital will be contributed to Creaspac and the number of new shares subscribed for when exercising the warrants will be significantly fewer, thus leading to less dilution for the shareholders.
As set out above, Creaspac’s future potential acquisitions will be identified and proposed by Creades’ investment organisation. Creaspac considers that Creades’ large network and knowledge of transactions in both a listed and unlisted environment as well as the valuation dynamics in these markets makes Creades well positioned to identify and assess attractive acquisition opportunities on behalf of Creaspac. In addition, Creaspac believes that Creades’ ability to develop successful companies creates good possibilities for value creation over a long period of time.
More information about Creaspac is available on the Company’s website, www.creaspac.se.
Creades is a Swedish listed investment company that was formed at the end of 2011/2012 in connection with Investment AB Öresund being split into two companies. Creades was listed in 2013 on Nasdaq Stockholm main market and was before that listed on Nasdaq First North since 2012. Creades’ portfolio, measured in terms of net asset value, consists of approximately 70-75 percent listed holdings and approximately 25-30 per cent unlisted holdings. Creades’ largest holding is the listed company Avanza, and Creades’ unlisted holdings include Apotea, Inet, Instabox, PriceRunner, Röhnisch, StickerApp and Tink. Creades’ net asset value as of 31 May 2021 was SEK 10,341 million.
Skandinaviska Enskilda Banken AB (publ) is acting as Sole Global Coordinator and Joint Bookrunner and Avanza Bank AB (publ) is acting as Joint Bookrunner. Advokatfirman Cederquist is legal advisor to Creaspac.
For more information, please contact:
John Hedberg, CEO
+46 (0) 70 629 23 37
This information was submitted for publication, through the agency of the contact person set out above, on 11 June 2021 at 14:00 CET.
This announcement is not an offer, or an invitation, to acquire or subscribe for any securities of Creaspac AB (the “Company”).
Copies of this announcement are not being made and may not be distributed or sent into the United States, Australia, Canada, Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures.
Any offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (together with any related implementing and delegated regulations, the “Prospectus Regulation”).
The Swedish language prospectus referred to in this announcement has been approved by the Swedish Financial Supervisory Authority in accordance with the Prospectus Regulation. The Swedish Financial Supervisory Authority only approves the prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. The approval should not be considered as endorsement of the Company or as an endorsement of the quality of the securities that are subject of the prospectus and does not indicate that the Swedish Financial Supervisory guarantees that the facts in the prospectus are correct or complete. Investors should not invest in any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus.
In any EEA Member State other than Sweden, and in the United Kingdom (each, a “Relevant State”) this communication is only addressed to and is only directed at qualified investors in that Relevant State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such Relevant State.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any offering in the United States or to conduct a public offering of securities in the United States.
Copies of this announcement are not being, and should not be, distributed in or sent into the United States. The securities described herein have also not been and will not be registered under the applicable securities laws of Australia, Canada or Japan and, subject to certain exemptions, may not be offered or sold in or into or for the account or benefit of any person having a registered address in, or located or resident in Australia, Canada or Japan. There will be no public offering of the securities described herein in Australia, Canada or Japan.
This communication and any materials in relation to the securities described herein are only being distributed to and is only directed at persons in the United Kingdom that (i) 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”); (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (“FSMA”)) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons”). This communication must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe,” “expect,” “anticipate,” “intends,” “estimate,” “will,” “may,” “continue”, “should” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm or release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this communication