Logistri

The Issue is intended to be carried out with deviation from the shareholders’ preferential rights and to be resolved upon by the board of directors pursuant to the authorization granted by the extraordinary general meeting of the Company held on 13 June 2025.

The subscription price in the Issue will be determined through an accelerated book building procedure, which will commence immediately following the publication of this press release and is expected to conclude before trading commences on Spotlight Stock Market on 9 October 2025. The time for the final expressions of interest, pricing and allocation in the book building procedure is determined by the Company, and the Company may at any time shorten, extend or terminate, and wholly or partially refrain from carrying out the Issue. The Company will announce the outcome of the Issue by way of a press release after the book building procedure has been completed.

To facilitate the Company in achieving the required subscription in the Issue within the framework of the book building procedure, the five largest existing shareholders Henrik Viktorsson, Mattias Ståhlgren, Patrik von Hacht, Peter Lindell and Sven-Erik Holmberg (directly or through companies) have expressed their intention to support the Issue. If any of Henrik Viktorsson, Mattias Ståhlgren or Patrik von Hacht, who are members of the Company’s board of directors, and thus fall within the category of related parties covered by Chapter 16 of the Swedish Companies Act (2005:551) (Sw. Aktiebolagslagen) (the so‑called Leo rules) participates in the Issue, such portion of the Issue will need to be resolved by a subsequent general meeting. A valid resolution requires approval by at least nine‑tenths of both the votes cast and the shares represented at the general meeting.

Background and reasons

Logistri is a growing, long‑term value‑creating property company specializing in commercial properties in the industrial, warehousing and logistics segments. The Company’s vision is to be a stable and long‑term partner by providing functional and sustainable premises that deliver core operational value for Logistri’s tenants.

The Company was established in 2017, and in the same year, the Company’s shares were admitted to trading on Spotlight Stock Market. In 2022, the current CEO, David Träff, was appointed CEO of the Company, and in 2023 the Company carried out a rights issue of approximately SEK 200 million to enable continued expansion. During 2024, the Company further strengthened its organization and issued a bond to broaden its financing sources. In 2025, the Company has, among other initiatives, broadened its debt financing to include several Nordic banks as lenders and executed additional property acquisitions. As of 30 June 2025, the Company’s property portfolio had a market value of SEK 2,613 million.

During the second quarter of 2025, the board of directors of the Company resolved on new financial targets and risk limitations as a result of the Company’s strong growth, completed acquisitions and strengthened financial position. The updated targets reflect the Company’s ambition to continue to grow with high profitability and strengthened returns to shareholders in a market with good conditions for strategic property investments. The updated financial targets comprise (i) profit from property management per ordinary share shall increase by at least 15 percent per year on average over a five‑year period, and (ii) return on equity of at least 15 percent per year over a five‑year period.

On 26 September 2025, Logistri announced that the Company had entered into a letter of intent with Torngrund Group AB regarding the acquisition of two properties at an agreed property value of SEK 1,254 million, corresponding to a net initial yield of 7.1 percent. The tenant is Hitachi Energy Sweden, which has entered into a 15‑year lease for both properties. A portion of the future project profit is intended to be paid to Torngrund Group AB in the form of newly issued Class B shares in the Company. The entire proceeds from the Issue are expected to be used to finance the acquisition, subject to completion, and otherwise to finance other acquisitions and/or property investments. As of 30 June 2025, Logistri’s property portfolio, adjusted for signed but not yet accessed properties including the acquisition from Torngrund Group AB, amounted to SEK 4,183 million, with a total rental value of SEK 304 million. Logistri’s objective is that the market value of the Company’s property portfolio shall exceed SEK 5,000 million by the end of 2028. At the same time, profit from property management is expected to exceed SEK 200 million per year, based on the Company’s assessment that the property management margin can be maintained alongside continued growth of the property portfolio.

In addition, the board considers that a natural next step in the Company’s development is to further diversify and broaden the Company’s shareholder base, including increasing the proportion of institutional investors, thereby strengthening the conditions for the Company’s continued growth strategy. In accordance with a previous board decision, the Company is preparing to transfer the Company’s listing to Nasdaq Stockholm Main Market during 2026.

The board further assesses that the Issue will lead to increased profit from property management and cash flow per share. The Issue is therefore expected to be value‑creating for Logistri’s shareholders.

Deviation from the shareholders’ preferential rights

Prior to the Issue, the Company’s board of directors has made an overall assessment and carefully considered the possibility of raising capital through a new issue of shares with preferential rights for the Company’s shareholders. The board of directors considers that the reasons for deviating from the shareholders’ preferential rights primarily consist of the value of broadening and strengthening the Company’s shareholder base with institutional investors and additional professional investors who can support the Company going forward and provide the conditions for continued growth. Further, the board of directors considers that the speed of the process for a directed share issue is of great value to the Company in view of the letter of intent regarding the acquisition of two properties from Torngrund Group AB (”Logistri signs letter of intent with Torngrund Group regarding acquisition of Hitachi Energy Sweden’s logistics centre in Ludvika”), which the Company announced on 26 September 2025. In light of the above, the board of directors has made the assessment that a directed issue of Class B shares, with deviation from shareholders’ preferential rights, is the most favourable alternative for the Company to carry out the capital raising.

As the subscription price in the Issue will be determined through an accelerated book building procedure, it is the assessment of the board of directors that the market terms of the subscription price is ensured by reflecting prevailing market conditions and investor demand.

Lock-up

Subject to the completion of the Issue, the Company is expected to undertake, for a period of 90 calendar days from the settlement date of the Issue, not to, without having obtained SB1 Markets’ prior consent, propose or issue additional shares or other financial instruments, or acquire or dispose of any option or other security, or enter into agreements having similar economic effects, subject to certain customary exceptions, such as issues in connection with acquisitions (contribution in kind). Any part of the Issue that needs to be resolved by an extraordinary general meeting of the Company is not covered by the lock-up undertaking, nor are any warrants that may be issued by the Company to secure the Company’s future obligation to deliver newly issued Class B shares in the Company to Torngrund Group AB.

Furthermore, the Company’s board of directors and management are expected to undertake, with certain customary exceptions, not to dispose of shares in the Company for a period of 90 calendar days following the settlement date of the Issue, without the consent of SB1 Markets.

Advisors

SB1 Markets, filial i Sverige, is Sole Global Coordinator and Bookrunner in connection with the Issue. Advokatfirman Cederquist is legal adviser to the Company and Roschier Advokatbyrå is legal advisor to the Sole Global Coordinator and Bookrunner.

For further information, please contact:

David Träff, CEO
Logistri Fastighets AB (publ)
Phone: + 46 (0) 70 089 04 66
david.traff@logistri.se

Joachim Carlsson, CFO
Logistri Fastighets AB (publ)
Phone: +46 (0) 79 359 87 18
joachim.carlsson@logistri.se

About Logistri Fastighets AB (publ)

Logistri Fastighets AB (publ) is a real estate company that invests in commercial properties primarily in the light industry, warehousing and logistics segments. The vision is to be a stable and long-term partner to companies that demand business-adapted and sustainable premises. The company's overall objective is to generate a stable cash flow and a high risk-adjusted return with high customer confidence. Our tenants are active in various industries, most of which are Swedish and international industrial and engineering companies. The properties are located in Stockholm, Gothenburg and in southern and central Sweden, in close proximity to strategic infrastructure such as major roads, railways and ports. The company is headquartered in Stockholm. The company's share was listed on the Spotlight Stock Market in 2017. Logistri is included in the MSCI Global Micro Cap index .

For more information regarding Logistri Fastighets AB, please visit www.logistri.se.

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 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 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 SB1 Markets, filial i Sverige (“SB1 Markets”). SB1 Markets acts for the Company in connection with the Issue and no one else. SB1 Markets 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 Issue or any other matter referred to herein.

This press release does not constitute a recommendation for any investors’ decisions regarding the 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 Spotlight’s regulations.

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 Logistri 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 Logistri shares may fall and investors may lose all or part of their investment; the Logistri shares are not subject to any guarantee of return or capital protection; and an investment in the Logistri 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 Logistri 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 Issue. Furthermore, it should be noted that notwithstanding the Target Market assessment, SB1 Markets 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 Logistri.

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