Nordrest

Offering in brief:

• The price in the Offering has been set at SEK 108 per share (the “Offering price”), which corresponds to a pre-money equity valuation for all shares in the Company of SEK 1,242 million.
• The Offering comprises a total of 2,777,778 shares, of which 925,926 are newly issued shares and 1,851,852 are existing shares offered by the existing shareholders of the Company (the “Selling Shareholders”). The newly issued shares are expected to provide proceeds to the Company of approximately SEK 100 million before deduction of costs attributable to the Offering.
• To cover any over-allotment in the Offering, the Selling Shareholders in the Offering have undertaken, at the request of Pareto Securities, to offer an additional maximum of 416,666 existing shares, corresponding to a maximum of 15 percent of the total number of shares in the Offering, at a price equal to the Offering Price (the “Over-Allotment Option”).
• Assuming full subscription of the Offering and full exercise of the Over-Allotment Option, the total value of the Offering amounts to approximately SEK 345 million.
• Nordrest intends to use the entire expected net proceeds from the Offering to execute potential selective platform and/or additional acquisitions to further accelerate the Company’s growth.
• Arbona Growth AB, Roosgruppen AB, Salénia AB and Trigea AB have, subject to certain conditions, committed to acquire shares in the Offering amounting to a total of SEK 150 million (the “Cornerstone Investors”). These commitments represent a total of approximately 11.2 percent of the Company’s total number of outstanding shares after the completion of the Offering.
• All shareholders who are employees within the group or members of the Company’s Board of Directors have committed, vis-à-vis Pareto Securities, not to transfer or dispose of their respective direct and indirect shareholdings in the Company (so-called Lock-up undertakings) for a period of 360 days after trading in Nordrest’s shares commences on Nasdaq First North Growth Market. The same applies to all other shareholders of the Company which have committed not to transfer or dispose of their shareholdings for a period of 180 days after trading in Nordrest’s shares commences on the Nasdaq First North Growth Market.
• The Offering is directed to the public in Sweden and to institutional investors in Sweden and abroad with certain limitations, in accordance with applicable regulations and relevant expectations.
• The subscription period for the public in Sweden is expected to run from 14 May to 21 May, 2024, and the subscription period for institutional investors in Sweden and abroad is expected to run from 14 May to 22 May 2024.
• The first day of trading is expected to commence on 23 May 2024, and the shares will trade under the ticker symbol “NREST”.
• The Company has, in connection with the Offering, prepared a prospectus containing the complete terms and conditions of the Offering and which today has been approved by the SFSA and published on the Company’s website, www.nordrestholding.se, and Pareto Securities AB’s website, www.paretosec.se.

Background and rationale for the Offering and the listing
The Board of Directors and senior management of Nordrest, together with the Selling Shareholders, believe that the Offering and the listing is an important step in the Company’s development, and is expected to promote the Company’s growth and business. In addition, the Offering and listing will broaden the Company’s shareholder base and provide access to Swedish and international capital markets. Furthermore, a listing of the shares on Nasdaq First North Growth Market is expected to increase awareness of the Company and its operations.

Prospectus and application
The Company has, in connection with the Offering, prepared a prospectus which today has been approved by the SFSA. The prospectus has been published by Nordrest and can be found on the Company’s website (www.nordrestholding.se) as well as on Pareto Securities’ website (www.paretosec.se). The prospectus includes, among other things, the complete terms and conditions of the Offering and instructions for subscription in the Offering.

The prospectus has been prepared in accordance with Regulation (EU) 2017/1129 of the European Parliament and of the Council (the "Prospectus Regulation"). The prospectus has been approved by the SFSA, which is the Swedish national competent authority under the Prospectus Regulation, in accordance with Article 20 of the Prospectus Regulation. The SFSA 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 an endorsement of the Company or of the securities described in the prospectus. The SFSA does not guarantee the accuracy or completeness of the factual information contained in the prospectus. Each investor is advised to make its own assessment of whether it is appropriate to invest in the Company.

Preliminary timetable:

Stabilisation measures
In connection with the Offering, Pareto Securities, acting as stabilisation manager (the “Stabilisation Manager”), may, on behalf of the Company, over-allot shares to carry out transactions designed to stabilise, maintain, or otherwise support the market price of the Company's shares at a level above that which might otherwise prevail on the open market. Such stabilisation transactions may be conducted on the Nasdaq First North Growth Market, the OTC market, or otherwise, and may be carried out at any time during the period beginning on the first trading day of the Company's shares on Nasdaq First North Growth Market and ending no later than 30 calendar days thereafter. However, the Stabilisation Manager is under no obligation to undertake stabilisation measures, and there is no guarantee that stabilisation measures will be undertaken. Under no circumstances will transactions be carried out at a price higher than the price in the Offering.

The stabilization Manager may utilize the Over-Allotment Option to over-allot shares in order to enable stabilization measures. The stabilization measures, if carried out, may be discontinued at any time without prior notice but must be discontinued no later than within the aforementioned 30-day period. The Stabilization Manager must, no later than by the end of the seventh daily market session after the stabilization measures have been undertaken, in accordance with article 5(4) of the Market Abuse Regulation (EU) 596/2014 and the Commission Delegated Regulation (EU) 2016/1052, disclose that stabilization measures have been undertaken. Within one week after the end of the stabilization period, the Stabilization Manager will, through the agency of the Company, disclose whether or not stabilization measures were undertaken, the date on which stabilization started, the date on which stabilization was last carried out as well as the price range within which stabilization was carried out for each of the dates when stabilization measures were conducted.

Advisors
Pareto Securities is Sole Global Coordinator and Bookrunner in connection with the Offering, Baker McKenzie Advokatbyrå KB is the legal adviser to the Company. Advokatfirman Schjødt is the legal adviser to Pareto Securities in connection with the Offering. Avanza Bank is acting as Retail Distributor.

For further information, please contact:
Thomas Dahlstedt, CEO, Nordrest
Tel: +46 8 627 00 60
E-mail: thomas.dahlstedt@nordrest.se

Mathias Wikell, CFO, Nordrest
Tel: +46 8 627 00 60
E-mail: mathias.wikell@nordrest.se

About Nordrest Holding AB
Nordrest is a pure foodservice company focused on natural guest flows and contract-based meal solutions. The Company's offering includes meal solutions tailored to each customer's needs and preferences, as well as ready-made brand concepts such as Taste by Nordrest, Togo by Nordrest, Pocket by Nordrest, La Girafe, Dinners, and Way Cup.

FNCA Sverige AB is the Company’s Certified Adviser on Nasdaq First North Growth Market and can be contacted on info@fnca.se or +46 8 528 00 399.

Important information
The publication, release or distribution of this press release may be restricted by law in certain jurisdictions and persons in the jurisdictions where this press release has been published or distributed should inform themselves about and observe any such legal restrictions. The recipient of this press release is responsible for using this press release and the information contained herein in accordance with the applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any Nordrest securities in any jurisdiction, neither from Nordrest nor from anyone else.

This press release does not constitute an offer or invitation 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 applicable exemption from registration under the U.S. Securities Act of 1933, as amended (the ‘Securities Act’), and may not be offered or sold in 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 such 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, in or into the United States, Australia, Canada, Japan, Hong Kong, New Zealand, Singapore, South Africa, Switzerland or any other jurisdiction where such announcement, publication or distribution of this information would be unlawful or where such action is subject to legal restrictions or would require additional registration or other measures than those required by Swedish law. Actions in violation of this instruction may constitute a violation of applicable securities legislation.

This press release does not constitute a prospectus for the purposes of the Prospectus Regulation. Investors should not invest in the securities described in this announcement on the basis of anything other than the information contained in the prospectus that the Company has prepared and published on the Company's website. Prospective investors should read the prospectus before making an investment decision so that they fully understand the potential risks and rewards associated with the decision to invest in the securities.

In EEA Member States other than Sweden (each a ‘Relevant Member State’), this communication is only addressed to and is only directed at qualified investors in that Relevant Member State within the meaning of Article 2(e) of the Prospectus Regulation, that is, only to investors who are able to take advantage of any offer without a prospectus having been registered in that Relevant Member State.

In the United Kingdom, this document, and any other materials in relation to the securities referred to 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’ (within the meaning of the United Kingdom version of Regulation (EU) 2017/1129 made part of United Kingdom law by the European Union (Withdrawal) Act 2018) who are (i) persons who have professional experience in matters relating to investments and who fall within the definition of ‘investment professionals’ in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the ‘Order’) or (ii) high net worth persons as referred to in Article 49(2)(a) to (d) of the Order (all such persons are collectively referred to as ‘relevant persons’). Any investment or investment activity to which this communication relates is available in the United Kingdom only to relevant persons and will be engaged in only with relevant persons. Persons who are not relevant persons should not take any action based on this press release and should not act or rely on it.

Pareto Securities are acting on behalf of the Company in connection with the Offering and not on behalf of anyone else. Pareto Securities will not be responsible to anyone else for providing the protections afforded to its clients or for providing advice in relation to the transaction or in relation to any other matter referred to herein.

The information contained herein may not be forwarded or distributed to any other person and may not be reproduced at all. Any transmission, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with these instructions may result in a violation of the Securities Act or applicable laws of other jurisdictions.

This press release does not constitute an invitation to underwrite, subscribe or otherwise acquire or transfer securities in any jurisdiction. This press release does not constitute a recommendation for any investor's decision regarding the Offering. Each investor or potential investor should conduct its own investigation, analysis and evaluation of the business and information described in this announcement and any publicly available information. The price and value of the securities may go down as well as up and past performance is no guide to 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 announcement.

Forward-looking statements
This press release contains forward-looking statements that reflect the Company's intentions, beliefs, or expectations regarding the Company's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and can be identified by the use of words such as "believes", "expects", "anticipates", "intends", "estimates", "will", "may", "anticipates", "should", "could" and, in each case, the negatives thereof, or similar expressions. The forward-looking statements in this press release are based on various assumptions, many of which are based on additional assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there can be no assurance that they will materialise or that they are accurate. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, actual results or outcomes could differ materially from those in the forward-looking statements for a variety of reasons. Such risks, uncertainties, contingencies, and other important factors could cause actual events to differ materially from the expectations expressed or implied in this press release by the forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements contained in this press release are accurate and any reader of this press release should not place undue reliance on the forward-looking statements contained in this press release. The information, opinions and forward-looking statements expressed or implied herein are made 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, except as required by law or Nasdaq First North Growth Market's Rule Book for Issuers.

Information to distributors
Solely for the purpose of Pareto Securities AB’s (the “Manufacturer”) product approval process, the target market assessment in respect of the shares in the issuer (the “Shares”) has led to the conclusion that: (i) the target market for the Shares is a) eligible counterparties, professional clients and retail clients, each as defined in Directive 2014/65/EU (as amended, "MiFID II") and who; b) have at least a common/normal understanding of the capital markets, c) is able to bear the losses of their invested amount and, d) is willing to accept risks connected with the Shares, and e) have an investment horizon which takes into consideration the liquidity of the Shares. The issuer has not published sufficient data for the Manufacturer to determine whether an investment in the transaction is compatible for investors who have expressed sustainability related objectives with their investments based on that which i) is an environmentally sustainable investment under the EU Taxonomy Regulation, ii) represents a sustainable investment under the Sustainable Financial Disclosure Regulation (the “SFDR”), and/or iii) takes into consideration any Principle Adverse Impacts on sustainably factors as per the SFDR; (ii) the negative target market for the Shares is clients that seek full capital protection or full repayments of the amount invested, are fully risk averse/have no risk tolerance or need a fully guaranteed income or fully predictable return profile and (iii) all channels for distribution of the Shares to eligible counterparties, professional clients and retail clients are appropriate. Any person subsequently offering, selling or recommending the Shares (a "Distributor") should take into consideration the Manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Shares (by either adopting or refining the Manufacturers' target market assessment) and determining appropriate distribution channels. 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.

Notwithstanding, and without affecting the Manufacturer’s target market assessment, Pareto Securities will only allow distribution through its distribution channels to investors who: a) in the EU meet the requirements set out in the Manufacturer’s target market assessment, and who b) in respect of investors residing outside the Nordics at least can be classified as professional clients or eligible counterparties as per the MiFID II definition.

For distribution to investors located outside of the EU, distribution of the Shares is only allowed to such investors which a) Pareto Securities can approach as per the rules of the jurisdiction in which the investor reside, and b) which can provide adequate confirmations to this effect, and c) which as per minimum meets the requirements of the Manufacturer’s target market assessment.