THIS PRESS RELEASE IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR ANY OTHER COUNTRY WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD VIOLATE APPLICABLE LAWS OR REGULATIONS OR WOULD REQUIRE ADDITIONAL DOCUMENTS TO BE PREPARED OR REGISTERED OR REQUIRE ANY OTHER ACTIONS TO BE TAKEN, IN ADDITION TO THE REQUIREMENTS UNDER SWEDISH LAW. PLEASE SEE "IMPORTANT INFORMATION" AT THE END OF THIS PRESS RELEASE.
On 14 January 2026, Nobia AB (publ) ("Nobia" or the "Company") announced the Board of Directors' resolution to carry out a fully guaranteed rights issue (the "Rights Issue"), in order to secure access to long-term financing and provide Nobia with the operational and financial flexibility necessary to execute its strategy and strengthen its position as the leading kitchen specialist in the Nordics. The Board of Directors today announces the final terms of the Rights Issue, including the subscription price and the maximum number of shares to be issued.
The Rights Issue in brief:
- The Rights Issue comprises not more than 841,264,105 new shares, resulting in an increase of the total number of shares from 675,051,921 to a maximum of 1,516,316,026.
- Those parties registered as shareholders in the Company on the record date 20 February 2026, are entitled to one (1) subscription right for each share. Four (4) subscription rights entitle the holder to subscribe for five (5) new shares.
- The subscription price has been set at SEK 1.78 per share in Nobia, entailing that Nobia will receive approximately SEK 1,500m before deduction of issue costs, upon full subscription of the Rights Issue.
- The subscription period will run from 24 February 2026 to 11 March 2026.
- The Board of Directors' resolution regarding the Rights Issue is subject to approval by an extraordinary general meeting (the "EGM"), which will be held on 18 February 2026.
- The Rights Issue is designed to secure access to long-term financing and provide Nobia with the operational and financial flexibility necessary to execute its strategy and strengthen its position as the leading kitchen specialist in the Nordics.
- Nobia's largest shareholders, Nordstjernan Aktiebolag ("Nordstjernan"), If Skadeförsäkring AB ("If Skadeförsäkring") and the Fourth Swedish National Pension Fund ("AP4"), together representing approximately 45.46 per cent* of the capital and votes in Nobia, have undertaken to subscribe for their respective pro rata shares of the Rights Issue.
- Nordstjernan and If Skadeförsäkring have further entered into guarantee undertakings for the remaining part of the Rights Issue. Thus, the Rights Issue is covered in its entirety by subscription and guarantee undertakings.
- Nordstjernan, If Skadeförsäkring and AP4 have also undertaken to vote in favour of the Rights Issue at the EGM.
- To ensure the Company's access to long-term financing and to allow for operational and financial flexibility for the Company, Nobia has entered into an agreement to refinance its previous SEK 3,450m revolving credit facilities by way of obtaining SEK 2,500m revolving credit facilities and a SEK 1,500m bridge term facility from its incumbent lenders. The intention is to repay the bridge term facility with proceeds from the Rights Issue, whereas the revolving credit facilities have a committed tenor of three years.
Terms of the Rights Issue
Those parties registered as shareholders in the share register maintained by Euroclear for Nobia on the record date 20 February 2026, have preferential rights to subscribe for new shares in relation to the number of shares held on the record date. Anyone registered as a shareholder in the Company on the record date is entitled to one (1) subscription right for each share. Four (4) subscription rights entitle the holder to subscribe for five (5) new shares.
The new shares may also be subscribed for without subscription rights. If not all of the new shares are subscribed for with subscription rights, the Board of Directors will, within the limit of the maximum amount of the Rights Issue, decide on allotment of new shares subscribed for without subscription rights as follows:
- Firstly, allotment of shares shall be made to those who also have subscribed for shares by exercise of subscription rights (irrespective of whether the subscriber was registered as a shareholder on the record date or not), and in the event that allotment cannot be made in full to those, allotment shall be made pro rata in relation to the number of subscription rights that have been exercised for subscription of shares and should this not be possible, by drawing of lots.
- Secondly, the shares shall be allotted to those who have subscribed for shares only without subscription rights, and in the event that allotment cannot be made in full to those, allotment shall be made pro rata in relation to the number of shares that each one has subscribed for, and should this not be possible, by drawing of lots.
- Thirdly, any remaining shares shall be allotted to the guarantors, Nordstjernan Aktiebolag and If Skadeförsäkring AB, in accordance with their guarantee undertakings.
Through the Rights Issue, Nobia's share capital will increase from the current SEK 225,013,783.537545 to SEK 233,422,589.126475 through the issuance of not more than 841,264,105 new shares,** resulting in an increase of the number of shares from 675,051,921 to a maximum of 1,516,316,026. Shareholders choosing not to participate in the Rights Issue may have their ownership share diluted by up to approximately 55.48*** percent of the total number of shares and votes in the Company after the Rights Issue, but have the possibility to compensate for the financial dilution effect by selling their subscription rights.
The subscription price has been set at SEK 1.78 per new share in the Rights Issue. No commission will be charged. The Rights Issue is thereby estimated to provide Nobia with approximately SEK 1,500m before deduction of issue costs upon full subscription of the Rights Issue.
Subscription for new shares with subscription rights is carried out through payment during the period from 24 February 2026 through 11 March 2026. During this period, it is also possible to apply to subscribe for shares without subscription rights.
The Rights Issue is subject to approval by the EGM, which is planned to be held on Wednesday, 18 February 2026 at 14:00 CET at White & Case Advokat AB, Biblioteksgatan 12, SE-114 85 Stockholm.
Agreements relating to credit facilities
On 10 February 2026 Nobia and its incumbent lenders entered into an amendment and restatement agreement in respect of Nobia's existing facilities agreement, pursuant to which Nobia will refinance its previous SEK 3,450m revolving credit facilities by way of obtaining SEK 2,500m revolving credit facilities and a SEK 1,500m bridge term facility. The intention is to repay the bridge term facility with proceeds from the Rights Issue, whereas the revolving credit facilities have a committed tenor of three years. Nobia will be required to reduce the new revolving credit facilities to SEK 2,000m within 18 months. Further, Nobia has also agreed with the lenders that new financial terms and conditions (covenants) shall apply, and the financial covenants will be adjusted net debt to adjusted consolidated EBITDA (leverage), adjusted consolidated EBITDA to net interest expense (interest coverage ratio) and maximum capital expenditure, in each case excluding IFRS 16. The amendment and restatement agreement requires that the Rights Issue is fully subscribed and completed as soon as reasonably practicable.
Voting, subscription and guarantee undertakings
Nobia's largest shareholders, Nordstjernan, If Skadeförsäkring and AP4 have undertaken to subscribe for their respective pro rata shares of the Rights Issue. Such subscription undertakings comprise approximately 45.46 percent**** of the Rights Issue. Nordstjernan and If Skadeförsäkring have further entered into guarantee undertakings for the remaining part of the Rights Issue. Thus, the Rights Issue is covered in its entirety by subscription and guarantee undertakings.
A cash fee for the guarantee undertakings, determined based on current market conditions, of 2 percent of the guaranteed amount will be paid to Nordstjernan and If Skadeförsäkring. No compensation is paid for the subscription undertakings.
Neither the subscription nor the guarantee undertakings have been secured by, for example, bank guarantees, blocked funds, pledges or similar arrangements.
Exemption from mandatory bid obligation
Nobia's largest shareholder, Nordstjernan, whose shareholding in Nobia corresponds to approximately 25.14 percent of the votes, has undertaken to subscribe for its preferential right in the Rights Issue and has also entered into a guarantee undertaking. If the undertakings were to be fully utilized, Nordstjernan's voting share in Nobia would increase to more than three tenths.
Nordstjernan has been granted an exemption from the mandatory bid obligation by the Swedish Securities Council in case its shareholding would reach or exceed 30 per cent of the number of votes in the Company as a result of Nordstjernan's participation in the Rights Issue. Nordstjernan's subscription and guarantee undertaking is subject to compliance with the Swedish Securities Council ruling AMN 2025:70, including that (i) Nobia's shareholders are informed prior to the EGM of the maximum shareholding and voting rights that Nordstjernan may obtain by subscribing for shares in accordance with its entire subscription and guarantee undertaking in the Rights Issue, and (ii) the resolution to carry out the Rights Issue is supported by at least two-thirds of the votes cast and the shares represented at the EGM, whereby any shares held and represented by Nordstjernan shall be disregarded.
The maximum portion of the shares and votes in Nobia that Nordstjernan may receive if the undertakings were to be utilized in full is 49.44 percent (including Nordstjernan's current holdings in Nobia).
Indicative timetable for the Rights Issue
| Extraordinary General Meeting | 18 February 2026 |
| Last day of trading in the Company's shares including the right to receive subscription rights | 18 February 2026 |
| First day of trading in the Company's shares without the right to receive subscription rights | 19 February 2026 |
| Publication of Disclosure Document (as defined below) | 19 February 2026 |
| Record date for the right to receive subscription rights in the Rights Issue | 20 February 2026 |
| Trading in subscription rights on Nasdaq Stockholm | 24 February 2026-6 March 2026 |
| Subscription period | 24 February 2026-11 March 2026 |
| Trading in paid subscription shares on Nasdaq Stockholm (Sw.?Betalda tecknade aktier) | On or about 24 February 2026-20 March 2026 |
| Announcement of outcome of the Rights Issue | On or about 17 March 2026 |
Disclosure Document
In connection with the Rights Issue, the Company will prepare a disclosure document in accordance with Article 1.4 db of the European Parliament and Council Regulation (EU) 2017/1129 (the "Prospectus Regulation" and the "Disclosure Document", respectively). The Disclosure Document will be prepared in accordance with the requirements of Annex IX to the Prospectus Regulation and will be published by the Company before the subscription period begins. The Disclosure Document is expected to be published on 19 February 2026.
Advisors
Handelsbanken and Nordea Bank Abp, filial i Sverige act as financial advisors and Bookrunners in connection with the Rights Issue. White & Case acts as legal advisor to Nobia in connection with the Rights Issue and the refinancing of the revolving credit facilities.
This information is information that Nobia 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 above, at 08:00 CET on 11 February 2026.
IMPORTANT INFORMATION
This press release does not contain or constitute an offer to subscribe, acquire or otherwise trade in shares, subscription rights or other securities in Nobia. This press release is not a prospectus within the meaning of the Prospectus Regulation (EU) 2017/1129 and has not been approved by any regulatory authority in any jurisdiction. This press release neither identifies nor purports to identify risks (direct or indirect) that may be associated with an investment in securities. In connection with the Rights Issue, the Company will prepare a disclosure document in accordance with Article 1.4 db of the Prospectus Regulation. The disclosure document will be prepared in accordance with the requirements of Annex IX to the Prospectus Regulation. The disclosure document does not constitute a prospectus under the Prospectus Regulation and will neither be reviewed nor approved by the Swedish Financial Supervisory Authority.
The information in this press release is not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, or any other jurisdiction where such release, publication or distribution would violate applicable laws or regulations or would require additional documentation to be prepared or registered or require any other action to be taken, in addition to what is required under Swedish law. Any failure to comply with the restrictions described may result in a violation of applicable securities regulations.
No subscription rights, paid subscription shares (Sw. Betalda tecknade aktier) or shares issued by Nobia have been, or will be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or the securities legislation of any state or other jurisdiction of the United States and no subscription rights, paid subscription shares or shares may be offered, subscribed for, exercised, pledged, granted, sold, resold, delivered or otherwise transferred, directly or indirectly, in or into the United States, other than according to applicable exceptions from, or in a transaction not subject to, the registration requirements of the Securities Act, and in accordance with securities laws in the state or other jurisdiction in question in the United States. There will be no public offering of such securities in the United States. The securities referred to herein have not been approved or disapproved by the U.S. Securities and Exchange Commission (SEC), any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Rights Issue or the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence in the United States.
This press release is distributed to and directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within the definition of "professional investors" in Article 19(2) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Order or (iv) certified high net worth individuals and certified and self-certified sophisticated investors as described in Articles 48, 50, and 50A respectively of the Order or (v) persons to whom this press release may otherwise be lawfully communicated (all such persons together being referred to as "relevant persons"). Any investment to which this press release relates will only be available to and will only be directed to and distributed to relevant persons. Any person who is not a relevant person should not take any action based on this press release, nor act or rely on it.
Handelsbanken and Nordea Bank Abp, filial i Sverige are acting exclusively for Nobia in connection with the Rights Issue and not for anyone else. Handelsbanken and Nordea Bank Abp, filial i Sverige are not responsible to anyone other than Nobia for providing the protections provided to their customers or for providing advice in connection with the Rights Issue or in respect of anything else referred to herein.
Information to distributors
In consideration of the product governance requirements in: (a) EU Directive 2014/65/EU on markets in financial instruments ("MiFID II"), (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II, and (c) Chapter 5 of the Swedish Financial Supervisory Authority's regulations regarding investment services and activities (FFFS 2017:2) (jointly referred to below as "MiFID II's product governance requirements"), and without any liability to pay damages for claims that may rest with a "manufacturer" (in accordance with MiFID II's product governance requirements) that may otherwise be relevant, the shares, subscription rights and BTAs in the Company have been subject to a product approval process whereby the target market for the shares, subscription rights and BTAs in the Company comprises (i) retail clients, and (ii) investors who meet the requirements for non-retail clients and equivalent counterparties, each in accordance with MiFID II (the "target market").
Notwithstanding the assessment of the target market, distributors are to note the following: the value of the shares, subscription rights and BTAs in the Company may decline and it is not certain that investors will recover all or any portion of the amount invested; the shares, subscription rights and BTAs in the Company offer no guaranteed income and no protection of capital; and an investment in the shares, subscription rights and BTAs in the Company is suitable only for investors who do not require a guaranteed income or protection of capital, who (either themselves or together with an appropriate financial advisor or other type of advisor) are capable of evaluating the benefits and risks of such an investment and who have sufficient funds with which to sustain such losses as may arise from the investment. The assessment of the target market does not impact the requirements in the contractual, statutory, regulatory or sales restrictions in relation to the Rights Issue.
The assessment of the target market is not to be considered to be: (a) an assessment of suitability and appropriateness under MiFID II, or (b) a recommendation to any investors or group of investors to invest in, procure or take any other action regarding shares, subscription rights and BTAs in the Company.
Each distributor is responsible for performing their own assessment of the target market regarding the Company's shares, subscription rights and BTAs and for deciding on suitable channels of distribution.
Forward-looking statements
This press release contains certain forward-looking statements which reflect Nobia's current view on future events and anticipated financial and operational performance. Words such as "intend", "assess", "expect", "may", "plan", "believe", "estimate" and other expressions entailing indications or predictions of future development or trends, not based on historical facts, constitute forward-looking statements. Forward-looking statements are inherently associated with both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements are not a guarantee of future results or development, and actual outcomes may differ materially from the statements set forth in the forward-looking statements. Forward-looking statements in the press release speak only as of the date of the press release and are subject to change without notice. Nobia makes no undertakings to publish updates or revisions to forward-looking statements as a result of new information, future events or the like beyond what is required by applicable laws or stock market regulation.
* Based on the total number of outstanding shares. In total, Nobia has issued 675,051,921 shares, of which 2,040,637 are held by Nobia as treasury shares which do not carry any right to participate in the Rights Issue. Accordingly, the calculations are based on 673,011,284 outstanding shares.
** Assuming that the extraordinary general meeting resolves in accordance with the proposals set out in the notice to the extraordinary general meeting published on 14 January 2026, including (i) a reduction of the share capital without redemption of shares and (ii) a bonus issue without the issuance of new shares.
*** Calculated as the number of newly issued shares divided by the total number of shares issued in the Company after the Rights Issue.
**** Based on the total number of outstanding shares. In total, Nobia has issued 675,051,921 shares, of which 2,040,637 are held by Nobia as treasury shares which do not carry any right to participate in the Rights Issue. Accordingly, the calculations are based on 673,011,284 outstanding shares.
For further information:
Kristoffer Ljungfelt
CEO and President, Nobia
+46 8 440 16 00
kristoffer.ljungfelt@nobia.com
Nobia develops, manufactures and sells kitchen solutions through a number of strong brands in Europe, including Magnet in the UK; HTH, Norema, Sigdal, Invita, Superfront and Marbodal in Scandinavia as well as Novart in Finland. Nobia generates profitability by combining economies of scale with attractive kitchen offerings. The Group has approximately 4,000 employees and net sales of about SEK 11 billion. The share is listed on Nasdaq Stockholm under the ticker NOBI. www.nobia.com
