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Arctic Falls AB (publ) ("Arctic Falls" or the "Company"), a leading Nordic player specialising in winter testing for tyre and vehicle manufacturers, today announces the outcome of the offering of shares in the Company (the "Offering") in connection with the listing of the Company's shares on Nasdaq First North Growth Market (together with the Offering, the "Listing"). The Offering was significantly oversubscribed and attracted very strong interest from both institutional investors and the general public in Sweden. Trading on Nasdaq First North Growth Market commences today, 11 December 2025.
Jonas Jalar, CEO and shareholder in Arctic Falls, comments:
"We welcome our new shareholders and thank them for the confidence they have shown in Arctic Falls. The company's first trading day marks an important milestone and strengthens our ability to continue our growth journey"
The Offering in brief:
- The price in the Offering was, as previously announced, SEK 72 per share. Corresponding to a valuation of approximately SEK 651 million of all shares in the Company.
- The Offering comprised 2,357,227 existing shares, corresponding to approximately SEK 170 million before deduction of costs related to the Offering, corresponding to approximately 26 percent of the total number of shares and votes in the Company following the completion of the Offering.
- To cover any potential over-allotment in connection with the Offering, the selling shareholders, Swedia Invest AB, Siheden AB, Jalar Finans & Konsult AB and Vinterängen Förvaltning AB, have granted an option to the ABG Sundal Collier AB ("ABGSC" or "Sole Global Coordinator and Bookrunner") to offer up to an additional 353,583 existing shares, corresponding to a maximum of 15 percent of the number of shares in the Offering, which may be exercised in whole or in part within 30 days from the first day of trading in the Company's shares on Nasdaq First North Growth Market, at a price corresponding to the offering Price (the "Over-allotment Option"). The Over-allotment Option may only be exercised for the purpose of covering any over-allotment in the Offering and for stabilization purposes.
- Provided that the Over-allotment Option is exercised in full, the Offering and the Over-allotment Option will comprise a total of 2,710,810 existing shares, corresponding to approximately 30 percent of the total number of shares and votes in the Company following the completion of the Offering and the Over-allotment Option.
- The Offering was significantly oversubscribed and, in accordance with prior communication, Protean Small Cap, Svante Elfving och Swedbank Robur Fonder (together the "Cornerstone investors") have acquired shares in the Offering totalling an amount of approximately SEK 69 million. The Cornerstone Investors together hold approximately 11 percent of the Company's share capital and votes after completion of the Offering, provided the Over-Allotment Option is exercised in full.
- Trading in Arctic Falls shares on Nasdaq First North Growth Market commences today, 11 December 2025, under the ticker symbol "ARFA". Expected settlement date is 15 December 2025.
About Arctic Falls
Arctic Falls is a leading Nordic provider of testing services for the tyre and automotive industries, particularly within winter testing. The Company is based in Älvsbyn and has more than 40 years of experience in developing and operating complete testing environments for the automotive industry. Under extreme climatic conditions, Arctic Falls offers advanced test environments and technical solutions that support the development of next-generation vehicle technologies and tyres. Through its facilities in northern Sweden, the Company enables the validation and optimisation of future vehicle technologies, including electric vehicles, autonomous systems, advanced safety solutions and high-performance winter tyres, in a stable winter climate.
The Company currently owns and operates eight permanent test facilities in northern Sweden, strategically located to ensure long-term stable winter conditions. With five land-based outdoor facilities, the Company offers a wide range of tracks and testing environments designed to simulate various road surfaces and driving situations. These are complemented by three modern indoor facilities, which enable reproducible testing under controlled climatic conditions year-round.
Arctic Falls is a steadily growing company with a proven track record of organic revenue growth combined with strong profitability. Between the financial years 2020/2021 and 2024/2025, the Company's average annual revenue growth (CAGR) amounted to approximately 18 percent. Growth has primarily been driven by strategic investments in new facilities as well as gradually increasing utilisation rates in existing facilities. The Company's development has also been accompanied by improved profitability, with the operating margin (EBIT) increasing from approximately 27 percent in the 2020/2021 financial year to approximately 39 percent in the 2024/2025 financial year.
Stabilisation measures
In connection with the Offering, ABGSC (the "Stabilisation Manager"), may over-allot shares to effect transactions in accordance with Article 5(4) of the EU Market Abuse Regulation 596/2014 ("MAR") designed to stabilise, maintain and 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 effected on the Nasdaq First North Growth Market, the OTC market or otherwise, and may be effected at any time during the period commencing on the first day of trading in the shares on the 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 effected at a price higher than the price finally determined in the Offering.
The Stabilisation Manager may use the Over-allotment Option to over-allot shares for the purpose of enabling stabilisation measures. The stabilisation measures, if implemented, may be discontinued at any time without notice but must be discontinued no later than within the aforementioned 30-day period. ABGSC must, no later than the end of the seventh trading day after stabilisation measures have been implemented, in accordance with Article 5(4) of MAR and Commission Delegated Regulation (EU) 2016/1052, disclose that stabilisation measures have been implemented. Within one week after the end of the stabilisation period, ABGSC, through the Company, will disclose whether stabilisation measures were implemented, the date on which stabilisation was initiated, the date on which stabilisation was last implemented and the price range within which stabilisation was implemented for each date on which stabilisation measures were implemented.
Advisors
ABG Sundal Collier AB (publ) is acting as Sole Global Coordinator and Bookrunner ("Sole Global Coordinator and Bookrunner"). Baker McKenzie is acting as legal advisor to Arctic Falls in connection with the IPO.
For further information, please contact:
Jonas Jalar, CEO, email: jonas.jalar@arcticfalls.se
Certified Adviser
Svensk Kapitalmarknadsgranskning AB (SKMG)
Tel.no.: +46 8 913 008
Website: www.skmg.se
Important information
This press release is not an offer to sell or a solicitation of any offer to buy securities issued by Arctic Falls AB (publ) ("Arctic Falls" or the "Company") in any jurisdiction where such offer or sale would be unlawful.
Any offering of the securities referred to in this press release will be made by means of a prospectus. This press release is not a prospectus for the purposes 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 (together with any related implementing and delegated regulations, the "Prospectus Regulation"), and has not been approved by any regulatory authority in any jurisdiction. A prospectus in connection with the Offering has been prepared and published by the Company on the Company's website. Investors should not invest in any securities referred to in this press release except on the basis of information contained in the aforementioned prospectus.
In any EEA Member State other than Sweden, this press release is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation.
The contents of this press release has been prepared by and is the sole responsibility of the Company. The information contained in this press release is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.
This press release and the information contained herein are not for distribution in or into the United States of America. This document does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. Any securities referred to herein have not been and will not be registered under the U.S. 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.
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 (as defined in the Prospectus Regulation as it forms part of domestic law in the united Kingdom by virtue of the European Union (Withdrawal) Act 2018) and who are (i) investment professionals falling within the 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 press release 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 press release must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this press release relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this press release must satisfy themselves that it is lawful to do so.
The release, publication or distribution of this press release in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which they are released, published or distributed, should inform themselves about, and observe, such restrictions.
Forward-looking statements
This press release may include statements, including the Company's financial and operational medium- to long-term term objectives that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "assumes", "believes", "intends", "estimates", "anticipates", "should", "according to estimates", "predicts", "expects", "may", "will", "plans", "schedules", "potential", "forecasts", "could", "as far as is known" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward-looking statements speak only as of the date they are made. Each of the Company, its shareholders, Sole Global Coordinator and Bookrunner and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this press release whether as a result of new information, future developments or otherwise.
Information in this press release or any of the documents relating to the IPO cannot be relied upon as a guide to future performance.
The Sole Global Coordinator and Bookrunner is acting exclusively for the Company and no one else in connection with any offering of the Company's shares. The Sole Global Coordinator and Bookrunner will not regard any other person as clients in relation to any offering of the Company's shares and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for providing advice in relation to any offering of the Company's shares, the contents of this press release or any transaction, arrangement or other matter referred to herein. The Sole Global Coordinator and Bookrunner or any of its respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents, alliance partners or any other entity or person accepts any responsibility or liability whatsoever for, or makes any representation, warranty or undertaking, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this press release (or whether any information has been omitted from this press release) or any other information relating to the group, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. Accordingly, the Sole Global Coordinator and Bookrunner disclaim, to the fullest extent permitted by applicable law, all and any liability, whether arising in tort or contract or that they might otherwise be found to have in respect of this press release and/or any such statement.
Information to distributors
Solely 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) local 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 Company's shares subject of the Offering have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, "distributors" (for the purposes of the MiFID II Product Governance Requirements) should note that: the price of the Company's shares 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.
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 Company's shares.
Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, shares in the Offering have been subject to a product approval process, which has determined that the Company's shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the "UK Target Market Assessment"). Notwithstanding the UK Target Market Assessment, "distributors" (for the purposes of the UK Product Governance Requirements) should note that: the price of the Company's shares 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 UK Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Offering. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, the Sole Global Coordinator and Bookrunner will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; 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 Company's shares. Each distributor is responsible for undertaking its own UK Target Market Assessment in respect of the Company's shares and determining appropriate distribution channels.
Each distributor is responsible for undertaking its own target market assessment in respect of the Company's shares and determining appropriate distribution channels.
For more information, please contact:
Jonas Jalar, CEO
+46 70 615 75 49
jonas.jalar@arcticfalls.se
About Arctic Falls
Arctic Falls is a leading provider of testing services for the tire and automotive industries. With eight facilities-three indoor and five outdoor-we offer flexible and reliable environments for development and validation. In addition to test environments, our services include testing and testing support, and coordination.
Our global customer base of vehicle and tire manufacturers values our strong focus on confidentiality, safety, and high-quality service, and we aim to be a long-term and trusted partner in their development work. Arctic Falls was founded in 1985 and operates in northern Sweden, where unique climate conditions and our extensive experience provide optimal opportunities for year-round testing.