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The board of directors of Fasadgruppen Group AB (publ) ("Fasadgruppen" or the "Company") has resolved on a new issue of shares with preferential rights for existing shareholders of approximately SEK 504 million (the "Rights Issue"), subject to approval by an extraordinary general meeting to be held on 6 March 2026 (the "EGM"). The Rights Issue comprises 33,573,670 new shares and the subscription price amounts to SEK 15 per share. The Rights Issue is fully secured by subscription and guarantee undertakings and declarations of intent from several of Fasadgruppen's largest shareholders, board members, senior executives and other key employees as well as certain external investors.
"Following a 2025 where we focused on streamlining our operating model and strengthening efficiency, we now see clear effects in our cash flow generation and organic growth. Fasadgruppen is today a more resilient and agile company. With the strengthened balance sheet which the Rights Issue contributes to, we can shift focus from consolidation, such as the Rights Issue, to profitable growth, both organically and through selective acquisitions. We see attractive opportunities to accelerate both organically and through selective acquisitions in markets driven by an underlying renovation backlog and new energy requirements. The fact that several of our largest shareholders and key employees of the group fully support the Rights Issue through subscription and guarantee undertakings without receiving any compensation is a powerful signal of our shared belief in Fasadgruppen's ability to create shareholder value going forward", comments Martin Jacobsson, CEO.
Summary of the Rights Issue
· The Rights Issue comprises 33,573,670 new shares, corresponding to gross proceeds of approximately SEK 504 million before deduction of transaction costs which are estimated to around SEK 19 million.
· The Rights Issue is fully secured by subscription and guarantee undertakings and declarations of intent from several of Fasadgruppen's largest shareholders, board members, senior executives and other key employees as well as certain external investors (see "Subscription undertakings, guarantee undertakings and declarations of intents" below). Fasadgruppen will not pay any compensation to any investor who has undertaken to subscribe for shares in the Rights Issue.
· Completion of the Rights Issue is subject to approval by the EGM to be held on 6 March 2026. Shareholders that in aggregate represent 34.4 per cent of all shares and votes in the Company have undertaken to vote in favour of the Rights Issue at the EGM.
· The subscription period in the Rights Issue will start on 16 March 2026 and end on 30 March 2026.
Background and reasons
Fasadgruppen operates in markets with long-term, structurally growing demand. Regulatory initiatives, such as the EU's Energy Performance of Buildings Directive (EPBD), are accelerating renovations and energy efficiency investments across Europe. In Sweden, the renovation market is expected to grow by approximately 3 per cent in real terms during 2026, as property owners increasingly initiate upgrade and refurbishment projects.[1]
With a sharper operating model and strengthened cash flow generation, Fasadgruppen is now ready to leverage its operational capacity and scale up activity as demand for Fasadgruppen's services continues to increase. The market is changing and Fasadgruppen looks forward with confidence to the regulatory developments that open an attractive window for further growth.
Use of proceeds
The leverage ratio, defined as "net debt/adjusted EBITDA", will decrease to just under 2.5x (as of 31 December 2025, based on the year-end report for 2025 that Fasadgruppen publishes today) at a fully subscribed Rights Issue. By reducing the leverage in line with the Company's long-term leverage target, Fasadgruppen gains greater flexibility and significantly lower interest costs under its credit facilities.
In connection with the Rights Issue, Fasadgruppen has entered into an amended facilities agreement with its lending banks, see "Amendments to the facilities agreement" below.
The terms for the Rights Issue
The subscription price in the Rights Issue amounts to SEK 15 per share. The subscription price corresponds to a discount of 31.8 per cent to the theoretical share price post separation of the subscription rights (so-called TERP - theoretical ex-rights price) based on the closing price of the Company's share on Nasdaq Stockholm on 2 February 2026 (SEK 26.35).
The subscription period will start on 16 March 2026 and end on 30 March 2026. Subscription for new shares with subscription rights shall be made by payment in cash. Application for subscription for new shares can also be made without subscription rights on a relevant application form.
· Secondly, the new shares shall be allotted to others who applied for subscription without subscription rights and, in case of oversubscription, in proportion to the number of shares that each such person has applied to subscribe for, and where this is not possible, by drawing of lots.
Payment for shares subscribed for without subscription rights shall be made through payment in cash no later than the third business day following notification of allotment of shares.
Connecting Capital, AMK Family Office (which is controlled by the Company's founder and chairman, Mikael Karlsson) and Hauser Brothers, who in aggregate control 22.4 per cent of all shares in Fasadgruppen, have undertaken to subscribe for new shares corresponding to their respective pro rata shares of the Rights Issue as well as entered into guarantee undertakings regarding the subscription for additional shares in the event that the Rights Issue is not fully subscribed. In aggregate, their undertakings comprise subscription for shares for SEK 321.9 million (SEK 200 million from Hauser Brothers, SEK 74.6 million from Connecting Capital and SEK 47.4 million from AMK Family Office). In addition, Sterner Stenhus Holding AB who controls 2.8 per cent and Amiral Gestion who controls 1.5 per cent of all shares in Fasadgruppen have undertaken to subscribe for new shares corresponding to their respective pro rata shares of in aggregate SEK 21.4 million of the Rights Issue.
In addition, certain other investors who currently do not have any significant shareholding in Fasadgruppen have entered into subscription and/or guarantee undertakings regarding the subscription for shares for a total of SEK 98.6 million.
In addition, certain existing shareholders, who in aggregate control 7.6 per cent of all shares in the Company, have expressed that they intend to exercise their preferential rights by subscribing for new shares corresponding to their respective pro rata shares of the Rights Issue. The declarations of intent comprise subscription for shares for SEK 38.2 million.
Completion of the Rights Issue is subject to approval by the EGM that will be held on 6 March 2026. Fasadgruppen will publish the notice convening the EGM through a separate press release today.
Through a fully subscribed Rights Issue, the total number of shares in the Company increases from 53,832,113 to 87,405,783 shares and the share capital increases from SEK 2,691,605.65 to SEK 4,370,289.15. Consequently, shareholders that do not participate in the Rights Issue will be subject to dilution of 38.5 per cent of their shares and votes in the Company (calculated excluding the 114,234 own shares which the Company holds in treasury).
The securities legislation in certain jurisdictions may affect the possibility for certain foreign shareholders and other investors to receive subscription rights and subscribe for shares in the Rights Issue. Subscription rights that otherwise would have been delivered to shareholders in certain so-called ineligible jurisdictions may therefore be sold and the proceeds will, following deduction of costs, in such case be paid to such shareholders in accordance with the instructions and procedures of the respective nominee. Such shareholders should consult with their nominees to ensure they do not forfeit the economic value of the subscription rights.
Amendments to the facilities agreement
The agreement stipulates a right for the lending banks to terminate the loan facility agreement and request immediate repayment if the net proceeds from the Rights Issue do not amount to at least SEK 325 million. As set out under "Subscription undertakings, guarantee undertakings and declarations of intent" above, Fasadgruppen has secured subscription undertakings and guarantee undertakings significantly exceeding this amount.
Lock-up undertakings
All shareholding members of Fasadgruppen's board of directors and senior management have, subject to customary exceptions, undertaken towards Nordea and SEB not to sell any shares in the Company during a period ending 90 days after Fasadgruppen's announcement of the final subscription level in the Rights Issue.
Additional information on the Rights Issue
Fasadgruppen has appointed Nordea and SEB as Joint Global Coordinators and Joint Bookrunners in connection with the Rights Issue. Gernandt & Danielsson Advokatbyrå KB acts as legal advisers to Fasadgruppen in connection with the Rights Issue.
For more information, please contact:
Mail: magnus.blomberg@fasadgruppen.se
Fasadgruppen Group AB (publ) acquires and develops entrepreneurial specialist companies that care for and create sustainable properties. The group's subsidiaries possess expertise in all aspects of exterior work on properties, such as façades, windows, balconies and roofs. Common to most services is that they contribute to greater energy efficiency and a better living environment. Fasadgruppen is listed on Nasdaq Stockholm (ticker: FG). For more information, visit www.fasadgruppen.se.
This press release and the information herein is not for release, distribution or publication, in whole or in part, directly or indirectly, in or into the United States, the United Kingdom, Canada, Australia, South Africa, Japan or any other state or jurisdiction in which such release, distribution or publication would be unlawful or require registration or any other measures in accordance with applicable law.
In the United Kingdom, this announcement does not constitute an offer of the Securities to the public for the purposes of the Public Offers and Admissions to Trading Regulations 2024. In addition, the communication of this press release and any other related documents or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, the communication of such documents and/or materials as a financial promotion is only being made to, and may only be acted upon by, the following persons in the United Kingdom: (i) "investment professionals", being persons who have professional experience in matters relating to investments, as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (ii) high net worth companies and other persons falling within Article 49(2) of the Order, (iii) existing members or creditors of the Company or other persons falling within Article 43 of the Order or (iv) any other persons to whom it may otherwise be lawfully made under the Order (all such persons referred to above together being referred to as "Relevant Persons"). Any investment activity to which this communication relates will only be available to and will only be engaged with, persons in the United Kingdom who are Relevant Persons. Any person who is not a Relevant Person should not act or rely on this press release or any of its contents.
The Company will not make any offer of the Securities 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.
Nordea Bank Abp, filial i Sverige and Skandinaviska Enskilda Banken AB are acting exclusively for the Company in connection with the Rights Issue and not for anyone else. Nordea Bank Abp, filial i Sverige and Skandinaviska Enskilda Banken AB are not responsible to anyone other than the Company for providing the protection afforded to their clients or for providing advice in connection with the Rights Issue or with respect to anything else referred to herein.
[1] Euroconstruct. 2025. 99th Euroconstruct Country Report, Summer 2025.
[2] House of Lords. 2025. The Building Safety Regulator: Building a better regulator. HL Paper 225. UK Parliament.
This information is information that Fasadgruppen 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 2026-02-03 07:29 CET.
