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Wästbygg Gruppen AB (publ) ("Wästbygg Group" or the "Company") (Nasdaq Stockholm: WBGR B) has today, subject to approval by an extraordinary general meeting intended to be held on 25 February 2026, resolved to carry out an issue of shares of Class A and units composed of shares of Class B and warrants ("units") with preferential rights for the Company's existing shareholders of initially approximately SEK 240 million (the "Rights Issue"). A number of the Company's larger shareholders, including M2 Holding AB and associated companies and Gårdarike AB, have expressed their support for the Rights Issue and have committed to vote in favor of the Board of Directors' resolution at the extraordinary general meeting, and M2 Holding AB and associated companies have also undertaken to subscribe for parts of the Rights Issue, amounting to approximately SEK 84 million, corresponding to approximately 35 percent of the Rights Issue. In addition, certain members of the Board, together with their companies, representing in aggregate approximately 7 percent of the capital and approximately 15 percent of the votes, have expressed that they intend to subscribe for their respective pro rata shares and vote to approve the Board of Directors' resolution at the extraordinary general meeting. Furthermore, the Company has received guarantee commitments amounting to a total of approximately SEK 90 million, corresponding to approximately 38 percent of the Rights Issue, which in total is covered by subscription undertakings, declarations of intent and guarantee commitments of approximately SEK 190 million, corresponding to approximately 79 percent of the Rights Issue. To secure the Company's liquidity needs until the completion of the Rights Issue, the Company has entered into agreements on bridge loans of a total of SEK 140 million on market terms.
Summary of the Rights Issue
- The Rights Issue pertains to shares of Class A and units and will initially, if fully subscribed, provide Wästbygg Group approximately SEK 240 million before issue costs, which are expected to amount to SEK 27 million, including guarantee fees. Each unit consists of three (3) shares of Class B and one (1) warrant of series TO 1. The warrants are intended to be admitted to trading on Nasdaq Stockholm.
- The Rights Issue is being carried out to meet the Company's short-term liquidity needs, fully refinance the bridge financing, and strengthen the balance sheet, which together with the organizational and strategic measures implemented is expected to improve Wästbygg Group's ability to selectively execute projects with improved margins and create long-term shareholder value.
- One (1) warrant of series TO 1 entitles the holder to subscription of one (1) share of Class B in the Company during the period 12 March 2029 up to and including 26 March 2029. Thus, the Company may receive additional proceeds in March 2029 if the warrants of series TO 1, including the warrants of series TO 1 that may be issued separately to guarantors as detailed below, are exercised for subscription of new shares of Class B.
- The warrants issued free of charge entitle the holder, for each warrant held, to subscribe for one (1) new share of Class B during the period from and including 12 March 2029 up to and including 26 March 2029 at an exercise price amounting to 200 percent of the amount obtained by dividing the subscription price for a unit in the Rights Issue by three (rounded down to the nearest whole SEK 0.01). Shareholders holding shares of Class A have, prior to the Rights Issue, declined to receive warrants for the subscription rights attributable to their shares of Class A.
- Final terms of the Rights Issue, including subscription price, increase of the share capital and number of shares and warrants issued, are intended to be published no later than 24 February 2026. The subscription price for each unit is intended to be set based on a discount to TERP (theoretical share price after separation of unit rights) of at least 35 percent based on the volume-weighted average share price of the Company's share of Class B on Nasdaq Stockholm during the three final trading days preceding the extraordinary general meeting multiplied by three to obtain the subscription price per unit (rounded down to the nearest SEK 0.05) (the "Subscription Price"). The subscription price for one share of Class A shall correspond to the subscription price for one share of Class B.
- The Rights Issue has received subscription undertakings, as per the following:
- M2 Holding AB and associated companies have committed to subscribe for shares of the Rights Issue, corresponding to approximately 35 percent of the Rights Issue in total.
- Andreas von Hedenberg, Amanda Tevell, Jörgen Andersson, Lennart Ekelund and Jakob Mörndal, who are Board members of Wästbygg Group are positive to the Rights Issue. Jörgen Andersson (via Fino Förvaltning AB), Andreas von Hedenberg (via AvH Invest AB) and Lennart Ekelund, who in total directly or indirectly control approximately 7 percent of all shares and 15 percent of all votes in the Company, are, as a result of the Company being in a so-called closed period up until the publication of the Company's year-end report for the financial year 2025, under applicable rules on market abuse prevented from undertaking to subscribe for shares in the Rights Issue. However, they have informed the Company that they, in their capacities as shareholders in the Company, intend to undertake to subscribe for their respective pro-rata shares of the Rights Issue immediately following the Company publishing the year-end report, which is planned to take place on 4 February 2026.
- A number of existing shareholders, that combined represent approximately 73 percent of the total number of votes in the Company, have declared their support for the Rights Issue and have entered into voting commitments or declared their intention to vote in favor of the Rights Issue at the extraordinary general meeting scheduled to be held on 25 February 2026.
- The Rights Issue is covered to approximately 42 percent by subscription undertakings and declarations of intent, and to approximately 38 percent by guarantee commitments, corresponding to a total of approximately 79 percent of the Rights Issue in total.
- Provided that the Rights Issue is approved by the extraordinary general meeting on 25 February 2026, the record date for the Rights Issue will be 2 March 2026, and the subscription period will run from and including 4 March 2026 up to and including 18 March 2026.
- The last day of trading in the Company's shares including right to receive unit rights and subscription rights in the Rights Issue is 26 February 2026 and the first day of trading in the Company's shares without the right to receive unit rights and subscription rights in the Rights Issue is 27 February 2026.
- Trading in unit rights will take place on Nasdaq Stockholm from and including 4 March 2026 up to and including 16 March 2026.
- To secure the Company's liquidity needs until the completion of the Rights Issue, the Company has entered into agreements on bridge loans of a total of SEK 140 million on market terms.
- The Company intends to publish a prospectus regarding the Rights Issue around 2 March 2026 (the "Prospectus").
E-mail: patrik.mellgren@wbgr.se
Cell phone: +46 72 856 22 00
wbgr.se
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About Wästbygg Group:
Wästbygg Group is a listed construction and development company, specialized in properties within logistics, industry, residential, commercial and community service. We are an experienced and long-term partner - built on trust.
The group comprises Logistic Contractor AB, Wästbygg AB and Rekab Entreprenad AB. The operations are conducted in the most expansive markets in Sweden and within Logistic Contractor also in the neighbouring Nordic countries. In 2024, the group had sales of SEK 4.3 billion and 500 employees.
Wästbygg Group is listed on Nasdaq Stockholm with ticker WBGR B. For more information see www.wbgr.se.
Important information
Publication, release or distribution of this press release may be subject to restrictions under the laws of certain jurisdictions. Recipients of this press release in jurisdictions where this press release has been published or distributed should inform themselves about and comply with 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 their respective jurisdiction. An invitation to relevant persons to subscribe for units in Wästbygg Group will only be made through the Prospectus, which will be published by the Company around 2 March 2026 on Wästbygg Group's website, www.wbgr.se/en. The Swedish Financial Supervisory Authority's forthcoming approval of the Prospectus should not be construed as an approval of the Company's shares, warrants or other securities.
This release is not a prospectus in accordance with the definition in the Prospectus Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. This press release does not identify or suggest, or purport to identify or suggest, risks (direct or indirect) that may be associated with an investment in shares, warrants or other securities in Wästbygg Group. In order for investors to fully understand the potential risks and benefits associated with a decision to participate in the Rights Issue, any investment decision should only be made based on the information in the Prospectus. Thus, investors are encouraged to review the Prospectus in its entirety. In accordance with article 2 k of the Prospectus Regulation this press release constitutes an advertisement.
The information in this press release may not be released, published or distributed, directly or indirectly, in or into the United States of America, Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Singapore, South Africa, South Korea or any other jurisdiction in which such action would be illegal, subject to legal restrictions or require measures other than those provided for by Swedish law. Actions in violation of these restrictions may constitute a violation of applicable securities laws. No shares, warrants or other securities in Wästbygg Group have been registered, and no shares, warrants or other securities will be registered, under the United States Securities Act of 1933, as amended (the "Securities Act") or the securities legislation of any state or other jurisdiction in the United States of America and no shares, warrants or other securities may be offered, sold or otherwise transferred, directly or indirectly, in or into the United States of America, except under an available exemption from, or in a transaction not subject to, the registration requirements under the Securities Act and in compliance with the securities legislation in the relevant state or any other jurisdiction of the United States of America.
Within the European Economic Area ("EEA"), no public offering of shares, warrants or other securities ("Securities") is made in other countries than Sweden. In other member states of the European Union ("EU"), such an offering of Securities may only be made in accordance with the Prospectus Regulation. In other member states of the EEA which have implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption in the Prospectus Regulation and/or in accordance with an applicable exemption under a relevant national implementation measure. In other member states of the EEA which have not implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption under national law.
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" (within the meaning of the United Kingdom version of the EU Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) who are (i) persons having professional experience in matters relating to investments 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"); (ii) high net worth entities etc. falling within Article 49(2)(a) to (d) of the Order; or (iii) such other persons to whom such investment or investment activity may lawfully be made available under the Order (all such persons together being referred to as "relevant persons"). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.
The press release is for informational purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy or acquire, or subscribe for, any securities or any other financial instruments in the Company. Any offer in respect of any of the Securities will only be made through the Prospectus that the Company expects to publish in due course. Offers will not be made to, and application forms will not be approved from, subscribers (including shareholders), or persons acting on behalf of subscribers, in any jurisdiction where applications for such subscription would contravene applicable laws or regulations, or would require additional prospectuses, filings, or other measures in addition to those required under Swedish law. Measures in violation of the restrictions may constitute a breach of relevant securities laws.
Forward-looking statements
This press release contains forward-looking statements that reflect the Company's current view of future events as well as financial and operational development. Words such as "intend", "assess", "expect", "may", "plan", "estimate" and other expressions involving indications or predictions regarding future development or trends, not based on historical facts, constitute forward-looking statements and reflect the Company's beliefs and expectations and involve a number of risks, uncertainties and assumptions which could cause actual events and performance to differ materially from any expected future events or performance expressed or implied by the forward-looking statement. The information contained in this press release is subject to change without prior notice and, except as required by applicable law, the Company does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it and nor does it intend to. You should not place undue reliance on forward-looking statements, which speak only as of the date of this press release. As a result of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements as a prediction of actual future events or otherwise.
This press release does not constitute an investment recommendation. The price and value of securities and any income from them can go down as well as up and you could lose your entire investment. Past performance is not an indication of future performance. Information in this press release cannot be relied upon as an indication of future performance.
This information is information that Wästbygg Gruppen is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 2026-01-13 07:30 CET.
