Fastighetsbolaget Emilshus

Emilshus AB (publ) (”Emilshus” or the ”Company”) has, in accordance with the Company’s press release earlier today on May 20, 2025, completed an accelerated book building procedure and the Company’s board of directors has resolved on a directed share issue of 12 million B-shares at a subscription price of SEK 45.50 per B-share with the support of the authorization received at the Annual General Meeting on April 29, 2025 (the ”Share Issue”). Through the Share Issue, Emilshus raises a total of SEK 546 million before transaction related costs.

The subscription price represents a discount of 3.6 percent in relation to the closing price for the B-share on Nasdaq Stockholm on May 20, 2025 (SEK 47.20) , a discount of 4.3 percent to the volume weighted average price (VWAP) of the B-share during the last ten trading days (SEK 47.52)  and a premium of 44.2 percent to NAV per ordinary share in Emilshus, which amounted to SEK 31.55 as of March 31, 2025. Several Swedish and international institutional investors, including AB Sagax, Clearance Capital Limited, Länsförsäkringar Fondförvaltning and The Fourth Swedish National Pension Fund, participated in the Share Issue.

Due to the great interest in the Share Issue and the excess demand following the announcement of the Share Issue, in relation to the previously communicated volume of approximately 10 million B-shares, the Share Issue was upsized to 12 million B-shares.

Background and reasons

Emilshus is an expanding property company active primarily in light industry, industrial services/trade suppliers and big-box and grocery retail with over SEK 10 billion in assets. The Company has, among other things, completed fully financed acquisitions for a total of SEK 2.2 billion in Skåne and Halland with a total rental value of approximately SEK 196 million so far during 2025. Emilshus continues to see attractive opportunities in the market and Emilshus is well positioned to continue its growth strategy with the long-term goal of generating annual growth in profit from property management per ordinary share of at least 15 percent and an annual average return on equity over a five-year period of at least 15 percent.

The proceeds from the Share Issue are therefore intended to be used to finance future growth and investment opportunities. The Share Issue will also ensure that the Company continues to have a strong balance sheet with high financial flexibility. Overall, the Board of Directors assesses that the Share Issue will contribute to increased profit from property management, funds from operation and net asset value per A- and B-share within the next year.

Through the Share Issue, the shareholder base has been diversified and broadened, which is considered beneficial for both existing and new shareholders in Emilshus.

Deviation from the shareholders' pre-emptive rights

Prior to the Share Issue, the Company's board of directors has made an overall assessment and carefully considered the possibility of raising capital through a new share issue with pre-emptive rights for the Company's shareholders. The board of directors considers the reasons for deviating from the shareholders' pre-emptive rights are (i) to diversify and strengthen the Company's shareholder base with institutional investors in order to strengthen the liquidity of the Company's B-shares, (ii) that a rights issue would take longer time to implement which, especially under current market conditions, would entail an exposure to potential market volatility, and (iii) that the speed of the process is considered to make it easier for the Company to actively pursue investment opportunities in the current market while at the same time maintaining a flexible and balanced capital structure. With the above considered, the board of directors has made the assessment that a directed issue of B-shares with deviation from the shareholders' pre-emptive rights is the most favourable alternative for the Company to carry out the capital raising.

Subscription price and number of shares

The subscription price and the number of new B-shares have been determined through an accelerated book building procedure by DNB Carnegie, Nordea and SEB (together the “Joint Bookrunners”). Since the subscription price in the Share Issue has been determined through this procedure, it is the board of director’s assessment that the marketability of the subscription price has been ensured by reflecting prevailing market conditions and investor demand.

The Share Issue means that the total number of shares in the Company increases by 12,000,000, from 144,154,267 to 156,154,267, divided into 11,527,890 A-shares, 114,626,377 B-shares and 30,000,000 preference shares). The total number of votes increases by 12,000,000, from 247,905,277 to 259,905,277 and the share capital increases by 24,000,000 SEK, from 288,308,534 SEK to 312,308,534 SEK. The Share Issue entails a dilution effect of approximately 7.7 percent based on the total number of shares and approximately 4.6 percent based on the total number of votes in the Company after the Share Issue.

Lock-up

The Company has undertaken not to propose or issue additional B-shares for a period of 90 calendar days after the settlement date of the Share Issue, without the consent of the Joint Bookrunners, with certain exceptions, such as issues under the Company’s existing share-based incentive programs and consideration shares in connection with acquisitions.

Furthermore, the Company’s directors and management have undertaken, with certain exceptions, not to dispose shares in the Company for a period of 90 calendar days after the settlement date of the Share Issue, without the consent of the Joint Bookrunners.

Advisors

DNB Carnegie, Nordea Bank Abp, Swedish branch and Skandinaviska Enskilda Banken AB are Joint Bookrunners in connection with the Share Issue. Advokatfirman Cederquist is legal adviser to the Company.

For additional information, please contact:
Jakob Fyrberg, CEO
E-mail: jakob.fyrberg@emilshus.com
Mobile: +46 705 93 95 96

This information is information that Emilshus is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication through the agency of the contact person set out above on 2025-05-20 10.10 p.m. CEST.

About Emilshus
Emilshus is a property company rooted in the business culture of Småland that acquires, develops and manages high-yield commercial properties, with southern Sweden as its core market. The company’s property portfolio at March 31, 2025 totaled 1,010 ksqm of leasable area distributed among 183 properties with an emphasis on light industry, industrial services/trade suppliers and big-box and grocery retail. Emilshus’s ordinary share and preference share are listed on Nasdaq Stockholm.

Emilshus - Storgatan 10 – 352 31 Växjö – www.emilshus.com

Important information

The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions according to law and recipients of this press release in jurisdictions where this press release has been published or distributed should inform themselves of and follow such legal restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer to sell, or a solicitation of any offer, to acquire or subscribe for any securities in the Company in any jurisdiction, where such offer would be considered illegal or require registration or other measures.

This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into the United States, Australia, Japan, Canada, or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.

This press release is not a prospectus as set forth in Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. The Company has not approved any securities offering to the public in any member state of the EES and no prospectus has been published or will be published in connection with the Share Issue. In each member state of the EES, this message is only directed towards “qualified investors” in that member state in accordance with the definition in the Prospectus Regulation.

In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” (according to the definition in article 86(7) of the British Financial Services and Markets Act 2000) who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the British Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a)-(d) of the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.

This press release does not identify, or purport to identify, the risks (direct or indirect) that may be associated with an investment in the Company’s shares. Any investment decision to acquire or subscribe for new shares in the Share Issue must be made on the basis of all publicly available information relating to the Company and the Company’s shares. Such information has not been verified by the Joint Bookrunners. The Joint Bookrunners act for the Company in connection with the Share Issue and no one else. The Joint Bookrunners will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the Share Issue or any other matter referred to herein.

This press release does not constitute a recommendation for any investors' decisions regarding the Share Issue. Each investor or potential investor should conduct an examination on their own, analysis and evaluation of the business and information described in this press release and any publicly available information. The price and value of the securities can decrease as well as increase. Achieved results do not provide guidance for future results. Neither the contents of the Company's website nor any other website accessible through hyperlinks on the Company's website are incorporated into or form part of this press release.

Failure to follow these instructions may result in a breach of the Securities Act or applicable laws in other jurisdictions.

Forward-looking statements

This press release contains forward-looking statements that reflect the Company’s intentions, assessments, or expectations about the Company’s future results, financial position, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that do not relate to historical facts and may be identified by the inclusion of words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, it cannot be guaranteed that they will materialize or prove to be correct. Because these assumptions are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. 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 Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of the date of this press release and are subject to change. Neither the Company nor anyone else undertake to review, update, confirm or to 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 press release, unless this is required under law or by Nasdaq Stockholm's rulebook for issuers.

Information to distributors

In order to comply with the product governance requirements contained in: (a) Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments, as consolidated, ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593, which complements MiFID II; and (c) national implementing measures (together, the "MiFID II Product Governance Requirements") and to disclaim any extra-contractual, intra-contractual or other liability to which any "manufacturer" (within the meaning of the MiFID II Product Governance Requirements) may otherwise be subject, the shares of Emilshus have been subject to a product approval process, which has determined that these shares are: (i) suitable for a target market consisting of retail investors and investors meeting the criteria of professional clients and eligible counterparties, as defined in MiFID II (the "Positive Target Market"); and (ii) suitable for distribution through all distribution channels permitted under MiFID II. Distributors should note that: the price of the Emilshus shares may fall and investors may lose all or part of their investment; the Emilshus shares are not subject to any guarantee of return or capital protection; and an investment in the Emilshus shares is only suitable for investors who are not in need of a guaranteed return or capital protection and who (alone or with the assistance of an appropriate financial or other adviser) are capable of evaluating the merits and risks of such investment and have sufficient resources to bear the losses that may result from such investment. Conversely, an investment in the shares of Emilshus is not suitable for investors who need full capital protection or full repayment of the amount invested, cannot bear any risk or who require a guaranteed or predictable return (the "Negative Target Market", and together with the Positive Target Market, the "Target Market"). The Target Market assessment is without prejudice to any other requirements regarding contractual, legal or regulatory sales restrictions in relation to the Share Issue. Furthermore, it should be noted that notwithstanding the Target Market assessment, the Joint Bookrunners will only provide investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in Emilshus.

Each distributor is responsible for undertaking its own target market assessment in respect of the shares in Emilshus and determining appropriate distribution channels.

Information pursuant to the Screening of Foreign Direct Investments Act (2023:560)

Emilshus has assessed that the Company currently conducts activities that are subject to protection pursuant to the Screening of Foreign Direct Investments Act (2023:560), which means that certain investments in the Company require notification to and review by the Swedish Inspectorate for Strategic Products. Investors should take into account the requirements for such notification and review in connection with any participation in the Share Issue. For more information, please visit the Swedish Inspectorate for Strategic Products' website, www.isp.se, or contact the Company.