Wästbygg Gruppen carries out a directed issue of units to guarantor in connection with the completed rights issue
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURE.
The Board of Directors of Wästbygg Gruppen AB (publ) (”Wästbygg Group” or the ”Company”), has today, based on the authorization granted by the extraordinary general meeting on 25 February 2026, resolved on a directed issue of 419,354 units to a guarantor who has entered into a guarantee commitment in the rights issue of units announced on 13 January 2026 (the "Rights Issue") and who has chosen to receive guarantee compensation in the form of newly issued units (the "Compensation Issue"). The subscription price in the Compensation Issue amounts to SEK 4.65 per unit, corresponding to SEK 1.55 per share of Class B, which corresponds to the subscription price in the Rights Issue. The warrants are issued free of charge. One (1) unit consists of three (3) shares of Class B and one (1) warrant series TO 1. Payment is made by offsetting the guarantor's claim for guarantee compensation.
The Compensation Issue
In connection with the announcement of the Rights Issue, it was communicated that the Rights Issue was covered by guarantee commitments amounting to a total of approximately SEK 90 million. In accordance with the guarantee agreements, guarantee commitments were entitled to guarantee compensation corresponding to 11 percent of the guaranteed amount in cash or 13 percent of the guaranteed amount in newly issued units in the Company. One guarantor has chosen to receive guarantee compensation in the form of newly issued units in accordance with the below.
| Guarantor/subscriber | Number of subscribed units | Total subscription amount (SEK) |
| Schonfeld Global Master Fund L.P |
419,354 | 1,950,000 |
| Total | 419,354 | 1,950,000 |
Due to this, the Board of Directors of Wästbygg Group has today, based on the authorization granted by the extraordinary general meeting on 25 February 2026, resolved on the Compensation Issue, which comprises a total of 419,354 units. The guarantors who have not chosen to receive guarantee compensation in the form of units will instead receive a cash amount for each guarantee commitment. The cash component of the guarantee compensation amounts to approximately SEK 8.25 million.
Each unit consists of three (3) shares of Class B and one (1) warrant series TO 1. A total of 419,354 units are subscribed for, corresponding to 1,258,062 shares of Class B and 419,354 warrants series TO 1 in the Compensation Issue. The subscription price in the Compensation Issue amounts to SEK 4.65 per unit, corresponding to SEK 1.55 per share of Class B, which corresponds to the subscription price in the Rights Issue. In light of this, it is the Board of Directors’ assessment that the subscription price is on market terms. The warrants are issued free of charge.
The reasons for the deviation from the shareholders' preferential right are as follows. In accordance with the executed guarantee agreements, guarantee compensation shall be paid either in cash at an amount corresponding to 11 percent of the guaranteed amount or 13 percent of the guaranteed amount in the form of newly issued units in the Company, in accordance with the terms and conditions stated above. As a result of the guarantee commitments, each subscriber thus has a claim on the Company regarding guarantee compensation. The subscriber in the table above has declared its willingness to allow the Company to offset the debt regarding guarantee compensation by carrying out an offset issue. The Compensation Issue is thus carried out in order to fulfil the Company's obligations to the guarantors as a result of the guarantee agreements entered into. The Board of Directors is of the opinion that – taking into account current market conditions – it is in the interest of the Company’s financial position and in the interest of the shareholders to carry out the Compensation Issue on the stated terms and conditions, as the Company will then release funds that strengthen the Company's working capital.
Through the Compensation Issue, the total number of shares of Class B in the Company will increase by 1,258,062 shares of Class B. In the event all warrants series TO 1 issued in the Compensation Issue are fully exercised for subscription of new shares of Class B in March 2029, an additional 419,354 new shares of Class B will be issued.
One (1) warrant series TO 1 entitles the holder the right to subscribe for one (1) new share of Class B in the Company at a subscription price of SEK 3.10. Subscription of shares of Class B by exercise of warrants series TO 1 shall be made during the period from and including 12 March 2029 up to and including 26 March 2029.
Complete terms and conditions for warrants series TO 1 are available on Wästbygg Group’s website, www.wbgr.se.
Shares, share capital and dilution
Through the Compensation Issue, the total number of shares of Class B in the Company will increase by 1,258,062 shares of Class B, which results in that the total number of outstanding shares in the Company increases from 174,730,326 shares to 175,988,388 shares (based on the number of shares after the Rights Issue), whereof 3,968,000 shares are shares of Class A and 172,020,388 shares are shares of Class B. The share capital will increase by an additional SEK 139,784.667, from SEK 19,414,480.685 to SEK 19,554,265.351 (based on the share capital after the Rights Issue). This corresponds to a dilution effect of approximately 0.21 percent of the total number of shares in the Company after the Rights Issue and the Compensation Issue.
In the event all outstanding warrants series TO 1 issued in the Compensation Issue are exercised in full for subscription of new shares of Class B in March 2029, the total number of shares in the Company will increase by an additional 419,354 shares, from 175,988,388 shares to 176,407,742 shares (based on the number of shares after the Rights Issue and the Compensation Issue), whereof 3,968,000 shares are shares of Class A and 172,439,742 shares are shares of Class B. The share capital will increase by an additional SEK 46,594.889, from SEK 19,554,265.351 to SEK 19,600,860.240. This corresponds to an additional dilution effect of approximately 0.07 percent of the total number of shares in the Company after the Rights Issue, the Compensation Issue and full exercise of all warrants series TO 1 issued in the Compensation Issue.
Advisors
Arctic Securities AS acts as Sole Bookrunner in connection with the Rights Issue and the bridge loan. Setterwalls Advokatbyrå is legal advisor to the Company in connection with the Rights Issue and Gernandt & Danielsson is legal advisor to the Sole Bookrunner.
For further information, please contact:
Patrik Mellgren, CEO, Wästbygg Gruppen AB (publ)
E-mail: patrik.mellgren@wbgr.se
Cell phone: +46 72 856 22 00
This information was submitted for publication, through the agency of the contact person set out above, on 2026-03-24 at 21.20 CET.
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 2025, the group had sales of SEK 4.0 billion and 350 employees.
IMPORTANT INFORMATION
The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares, warrants or other securities in Wästbygg Group. No action has been taken and measures will not be taken to permit a public offering in any jurisdictions other than Sweden. Any invitation to the persons concerned to subscribe for units in Wästbygg Group has only been made through the prospectus that the Company has published on 2 March 2026 and the supplementary prospectus that the Company has published on 6 March 2026 (the “Prospectuses”). The Prospectuses have been approved and registered by the Swedish Financial Supervisory Authority and have been published on the Company's website, www.wbgr.se. The approval of the Prospectuses by the Swedish Financial Supervisory Authority shall not be regarded as an approval of the shares, warrants or any other securities.
This release is not a prospectus in accordance with the definition in the Prospectus Regulation (EU) 2017/1129 ("Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. This announcement does not identify or suggest, or purport to identify or suggest, the 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 Prospectuses. Thus, investors are encouraged to review the Prospectuses in their entirety.
The information in this press release may not be released, distributed or published, directly or indirectly, in or into the United States of America, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa, South Korea or any other jurisdiction in which such action would be unlawful or would require registration or any other measures than those required 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 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.
This press release may contain forward-looking statements which reflect the Company’s current view on future events and financial and operational development. Words such as “intend”, “will”, “expect”, “anticipate”, “may”, “believe”, “plan”, “estimate” and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts, are intended to identify forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the actual outcome could differ materially from the forward-looking statements.
This information, opinions and forward-looking statements contained in this press release applies only as of the date hereof and may be subject to change without notice. Wästbygg Group makes no commitment to publicly update or revise any forward-looking statements, future events or similar circumstances other than as required by applicable law.
Arctic Securities AS is acting for Wästbygg Group in connection with the transaction and no one else, and will not be responsible to anyone other than Wästbygg Group for providing the protections afforded to its clients nor for giving advice in relation to the transaction or any other matter referred to herein.
The English text is an unofficial translation of the original Swedish text. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.
