NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, BELARUS, HONG KONG, JAPAN, CANADA, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH ACTION IS WHOLLY OR IN PART RESTRICTED BY LAWS OR REGULATIONS. SEE THE SECTION "IMPORTANT INFORMATION" AT THE END OF THIS PRESS RELEASE.
BE Group AB (publ) ("BE Group" or the "Company") publishes an information document (the "Information Document") regarding the rights issue with preferential rights for existing shareholders of approximately SEK 143 million before deduction of issue costs (the "Rights Issue"), which was resolved by the board of directors on 15 July 2025 and approved by the extraordinary general meeting on 25 August 2025.
Publication of information document
Due to the Rights Issue, the Company has prepared the Information Document in accordance with article 1.4 db of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, as amended (the "Prospectus Regulation").
The Information Document has been prepared in accordance with the requirements of appendix IX to the Prospectus Regulation. Today, the Information Document has been registered with the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) and is available on the Company's website, www.begroup.com.
N.B. The Information Document is officially established in Swedish. Anyone who wishes to receive an unofficial English translation is welcome to contact the Company at info@begroup.com.
Timetable for the Rights Issue
The below timetable for the Rights Issue is preliminary and may be adjusted.
29 August 2025 - Record date for participation in the Rights Issue with preferential rights
2 September-11 September 2025 - Trading in subscription rights
2 September-16 September 2025 - Subscription period
2 September-26 September 2025 - Trading in paid subscribed shares (BTA)
18 September 2025 - Estimated date for publication of outcome of the Rights Issue
The complete timetable is available in the Information Document and on the Company's website, www.begroup.com
Advisors
Skandinaviska Enskilda Banken ("SEB") is acting as Sole Global Coordinator and Bookrunner and Advokatfirman Delphi is acting as legal advisor to the Company in connection with the Rights Issue.
For further information, please contact:
Christoffer Franzén, CFO
Telephone: 0705-46 90 05,
E-mail: christoffer.franzen@begroup.com
BE Group AB (publ), which is listed on the Nasdaq Stockholm exchange, is a leading independent steel distributor that stores and processes steel, stainless steel, and aluminium for customers primarily in the construction and manufacturing industries. Through the company's production services, customers can order customized steel components to optimize their production processes. In 2024, the Group reported sales of SEK 4.7 billion. BE Group has approximately 560 employees, with Sweden and Finland as its largest markets. The headquarters is located in Malmö, Sweden. Read more about BE Group at www.begroup.com.
IMPORTANT INFORMATION
The publication, release or distribution of this press release may in certain jurisdictions be subject to restrictions under law and persons in the jurisdictions where this press release has been published or distributed should inform themselves about and observe 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 invitation to acquire or subscribe for any securities in BE Group in any jurisdiction, neither from BE Group nor from anyone else.
This press release is not a prospectus within the meaning of Regulation (EU) 2017/1129 (the Prospectus Regulation) and has not been approved by any regulatory authority in any jurisdiction. No prospectus will be prepared in connection with the Rights Issue.
This press release does not identify or purport to identify any risks (direct or indirect) that may be associated with an investment in the Company. The information contained in this press release is for the purpose of describing the background to the Rights Issue only and does not purport to be complete or exhaustive. No representation is made as to the accuracy or completeness of the information contained in this press release. SEB is acting for BE Group in connection with the Rights Issue and not on behalf of anyone else. SEB will not be responsible to anyone other than BE Group for providing the protection provided to their customers or for providing advice in relation to the Rights Issue or in relation to any other matter referred to herein.
This press release does not constitute an offer or invitation to acquire 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, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, South Korea 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. Any action contrary to this instruction may constitute a violation of applicable securities laws.
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" who are (i) persons having professional experience in matters relating to investments and 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 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 announcement or act or rely on it.
Please note that an investment in the Company is subject to regulation under the Screening of Foreign Direct Investments Act (2023:560), which requires investors, in certain circumstances, to notify and obtain approval from the Inspectorate of Strategic Products. Investors should make their own assessment of whether a notification obligation exists before making any investment decision in respect of the Rights Issue.
Forward-looking statements
This press release contains forward-looking statements that reflect the Company's intentions, assessments 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", "assumes", "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.
Information for distributors
In order to fulfil 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 discharge any non-contractual, contractual or other liability to which any "manufacturer" (within the meaning of the MiFID II Product Governance Requirements) might otherwise be subject, the shares offered have been subject to a product approval process, which has determined that such securities are: (i) suitable for a target market of non-professional investors and investors meeting the criteria of professional customers and eligible counterparties, as defined in MiFID II; and (ii) suitable for distribution through all distribution channels permitted by MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should note that: the price of the Company's shares may fall and investors may lose all or part of their investment; the Company's shares do not carry any guarantee of return or capital protection; and an investment in the Company's shares is suitable only for investors who do not require a guaranteed return or capital protection and who (acting 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 any losses that may result from such investment. The Target Market Assessment does not affect any other requirements relating to contractual, legal or regulatory selling restrictions in connection with the Rights Issue.
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 acquire, or take any other action whatsoever with respect to the shares of the Company. Each distributor is responsible for carrying out its own Target Market Assessment in respect of the Company's shares and for determining appropriate distribution channels.
