NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, HONGKONG, JAPAN, CANADA, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURE ACCORDING TO APPLICABLE LAW. PLEASE ALSO SEE “IMPORTANT INFORMATION” BELOW.
As announced in connection with the offering to acquire existing shares in QleanAir (the “Offering”) and the listing of the Company’s shares on Nasdaq First North Premier Growth Market, Pareto Securities, in its capacity as stabilization manager, may carry out transactions aimed at supporting the market price of the shares at levels above those which might otherwise prevail in the market.
Stabilization measures, which aim to support the market price of the shares, may be conducted on Nasdaq First North Premier Growth Market, the OTC market or in other ways, and may be conducted at any time during the period starting on the first day of trading in the shares on Nasdaq First North Premier Growth Market and ending not later than 30 calendar days thereafter. Pareto Securities is, however, not required to undertake any stabilization and there is no assurance that stabilization will be undertaken. Stabilization, if undertaken, may be discontinued at any time without prior notice. In no event will transactions be effected at levels above the price in the Offering.
In order to cover potential over-allotment in relation with the Offering, the majority shareholder Qevirp 41 Limited (the “Majority Shareholder”) has committed, upon request of Pareto Securities, to sell up to 1,125,000 additional shares in the Company corresponding to up to approximately 15 per cent of the total number of shares in the Offering (the “Over-allotment Option”) at a price corresponding to the price in the Offering, i.e. SEK 40 per share. The Over-allotment Option can be fully or partly exercised within 30 calendar days from the first day of trading of the Company’s shares on Nasdaq First North Premier Growth Market.
Pareto Securities has, in its capacity as stabilization manager, announced that stabilization measures have been taken (in accordance with Article 5(4) of the EU Market Abuse Regulation) on Nasdaq First North Premier Growth Market in accordance with what is set out below. The contact person at Pareto Securities is Henrik Alami (tel: +46 (0) 8 402 50 00).
|Issuer:||QleanAir Holding AB (publ)|
|Offering size (shares):||7,500,000|
|Over-allotment option (shares):||1,125,000|
|Offering price (SEK):||40.00|
|Stabilization manager:||Pareto Securities|
|2019-12-12||456,000||40.000||39.500||39.9690||SEK||Nasdaq First North Premier Growth Market|
|2019-12-13||75,938||39.800||39.500||39.6503||SEK||Nasdaq First North Premier Growth Market|
|2019-12-16||100,000||39.600||36.900||37.7407||SEK||Nasdaq First North Premier Growth Market|
|2019-12-17||38,000||39.000||37.600||38.5448||SEK||Nasdaq First North Premier Growth Market|
|2019-12-18||38,000||39.200||38.500||38.9447||SEK||Nasdaq First North Premier Growth Market|
|2019-12-19||41,460||39.250||38.850||39.1169||SEK||Nasdaq First North Premier Growth Market|
|2019-12-20||31,301||39.200||38.900||39.0401||SEK||Nasdaq First North Premier Growth Market|
|2019-12-23||34,574||39.000||38.695||38.8156||SEK||Nasdaq First North Premier Growth Market|
For more information, please contact:
Andreas Göth, CEO, QleanAir
Phone: +46 70 410 85 33
QleanAir Holding AB (publ)
Reg. No. 556879-4548
Box 1178, Torsgatan 13, 171 54 Solna, Stockholm
+46 8 545 788 00, email@example.com
FNCA Sweden AB is the Company’s Certified Adviser, +46 (0) 8 528 00 399, firstname.lastname@example.org
About QleanAir Holding AB (publ)
QleanAir is a niche supplier of premium solutions at the global market for air filtering of indoor environments. The Company has more than 25 years of experience in the field and offers solutions based on filtering technology that captures, filtrates and recycles indoor air. The Company’s business model is based on leasing module based solutions to customers that are offered together with a full-service offering. QleanAir has approx. 8,100 installed units distributed across more than 2,500 customers in EMEA, Americas and APAC.
QleanAir’s net sales in 2018 were SEK 401 million and the adjusted EBIT margin was 18.3 percent. The Company’s compounded annual growth rate in net sales amounted to 13.5 percent between 2013 and 2018. The Company’s operations are split into three product areas: Facility Solutions (“FS”), Room Solutions (“RS”) and Cabin Solutions (“CS”). CS is focused on cabin solutions that limits the exposure to harmful tobacco smoke by filtering the air from particles and gases, and is typically placed in offices, industrial buildings and public areas. QleanAir has broadened the product offering in the past couple of years by introducing free-standing air filtering units for, among other areas, industrial premises (FS), and clean rooms for healthcare environments (RS). A large part of the Company’s growth stems from the entry and growth in the FS and RS product areas.
Publication, release or distribution of this release can in some jurisdictions be subject to restrictions by law and persons in those jurisdictions where this release has been published or distributed should inform themselves of and comply with such legal restrictions. The recipient of this release is responsible to use this release and information herein in accordance with applicable rules in respective jurisdiction. This release does not contain or constitute an offer, nor an invitation, to acquire or subscribe for shares or other securities in the Company in any jurisdiction, either from the Company or from any others.
The information in this release may not be distributed or sent into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Switzerland, Singapore, South Africa or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. Acts in contrary to this instruction can constitute a crime according to applicable securities laws. This release is not an offer or invitation to acquire or subscribe for shares or other securities in the United States. The securities that have been mentioned in this release are not allowed to be sold in the United States without registration, or without application of an excemption from registration, according to the applicable U.S. Securities Act from 1933 (“Securities Act”), or as a part of a transaction that is not covered by the registration requirements according to the Securities Act. There is no intention to register any shares or securities mentioned herein in the United States or to announce a public offering of such securities in the United States.
A prospectus regarding the Offering described in this release has been published by the Company, and approved and registered by the Swedish Financial Supervisory Authority. This release is however not a prospectus in accordance with the definition in the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”). Complete information regarding the Offering can only be obtained through the prospectus.
This information is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). This information must not be acted on or relied upon by persons who are not Relevant Persons. An investment or an investment activity referred to in this release is only available in the United Kingdom for Relevant Persons and will only be conducted with Relevant Persons.
This release may include 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 beyond the Company’s 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.
In connection with the Offering or sale of the securities referred to herein, Pareto Securities may over-allot securities/conduct stabilization or effect transactions with a view to supporting the market price of the securities at a level higher than that which might otherwise prevail. Any stabilization action or over-allotment will be conducted by Pareto Securities in accordance with all applicable laws and rules.
Information to distributors
For the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) national implementing measures, (together the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the offered shares have been subject to a product approval process, who have established that these shares are: (i) suitable for a target marked consisting of non-professional investors and investors who fulfil the criteria for professional clients and eligible counterparties, each as defined in MiFID II, and (ii) suitable for distribution through all distribution channels that has been approved in MiFID II (“Target Market Assessment”). Irrespective of the Target Market Assessment, distributors should note that: the price of the shares in the Company may decline and investors could lose all or part of their investment; the Company’s shares offer no guaranteed income and no capital protection; and an investment in the Company’s shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The target market assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering.
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, purchase, or take any other action whatsoever with respect to the Company’s shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Company’s shares and determining appropriate distribution channels.
 Qevirp 41 Limited had an ownership interest of 90.2 percent of the total number of shares and votes in the Company prior to the Offering. Qevirp 41 Limited is owned by Priveq Investment Fund IV L.P. (84.6 percent) and Calandrella Ltd. (15.4 percent).