Prospectus download

Invitation to subscribe for B-shares in Sdiptech AB (publ)

To promote the Company’s continued development and growth, Sdiptech AB’s (”Sdiptech” or ”Company”) board of directors has decided to pursue a diversification of the ownership of the Company’s B-Shares through the Offering. Entitlement to subscribe for the B-Shares to a total amount of approximately SEK 500 million will accrue to the general public in Sweden, including Sdiptechs existing holders of ordinary shares and preference shares, and institutional investeros in Sweden and abroad, except for the United States.

 

About Sdiptech

Sdiptech is a technology group focusing mainly on urban infrastructure. The Group offers services and products whithin deep niches to develop, maintain and renovate critical infrastructure in fast-growing large cities where the Stockholm region is currently the Company’s main market. Currently, the Group’s core business comprises of 15 operating subsidiaries divided into two sections: tailored technical installations and niched products and services. The Group’s offer includes, inter alia, products and services within sectors such as framework supplements, measure of electrical power quality, calibration of water meters, installation and service of elevators, and specialised ventilation solutions. All of these products and services make important parts of a wellfunctioning urban infrastructure.

 

The Offering

The price per B-Share in the Offering (the “Offering Price”) has been determined to SEK 56 per share. Assuming full subscription to the Offering, the value of the Offering will be approximately SEK 500 million, which in its entirety will accrue to the Company. If the Offering is fully subscribed, the total number of shares in Sdiptech will increase from 23,099,074 shares to 32,027,645 shares, of which 28,277,645 B-Shares, 2,000,000 ordinary shares of series A and 1,750,000 preference shares, and the number of votes will increase from 41,099,074 to 50,027,645. This corresponds to an increase of approximately 38.7 per cent in the total number of shares and 21.7 per cent in the total number of votes, corresponding to a dilution of approximately 27.9 per cent in the number of shares and approximately 17.8 per cent in the number of votes. The total issue costs for the capital raise, including the Offering, are expected to amount to approximately SEK 30 million.

To cover potential over-allotment, Ashkan Pouya and Saeid Esmaelizadeh, through Serendipity Group AB (“the Main owner”) has committed to, upon request from Global Coordinator, sell a maximum of 1 339 285 existing common shares of Series B (“the Over-allotment option”), corresponding to up to 15 percent of the Offering. Assuming that the over-allotment option utilized in full the total value of the Offering and the over-allotment option amounts to approximately SEK 575 million, corresponding to approximately 32.1 percent of the total number of common shares in the Company after the completion of the Offering.

Nasdaq First North Premier has approved Sdiptech’s application for listing subject to that the distribution requirement for the Company’s shares are fulfilled. Trading in Sdiptech’s common shares of Series B is expected to take place on Nasdaq First North Premier on May 12, 2017 and settlement is expected to take place on May 16, 2017.

Preliminary time plan
Publication of prospectus: May 2, 2017
Application period for the general public in Sweden: May 3-10, 2017
Application period for institutional investors: May 3-11, 2017
Publication of the outcome of the Offering: May 12, 2017
First day of trading of the Company’s B-shares on NASDAQ First North Premier: May 12, 2017
Settlement day: May 16, 2017