Carnegie and Citigroup Global Markets Limited have sold 3,428,520 class B shares in Loomis AB (publ), representing approximately 4.6% of the share capital in Loomis. The shares were sold at SEK 315 per share, equating to gross proceeds of approximately SEK 1.1 billion.
The proceeds of the transaction are payable in cash on usual settlement terms, and closing of the transaction is expected to occur on a T+2 basis on 14 March 2019 (using class B shares borrowed by Citi for this purpose). Carnegie and Citi are acting as joint global co-ordinators and joint bookrunners in the transaction.
In conjunction with the transaction, Citi (being the principal, acting through Carnegie, as commissioner, on behalf of Citi) has acquired all 3,428,520 class A shares in the Company from the holders of class A shares. The class A shares will be converted to class B shares in accordance with the Company’s articles of association.
Through the acquisition of the class A shares Citi will, temporarily until the conversion into class B shares is complete, hold 32.3% of the votes in Loomis. For this reason, Citi intends to make a shareholder notification stating that in excess of 30% of the votes in Loomis are controlled by Citi, and upon conversion of the class A shares into class B shares, Citi intends to make a corresponding shareholder notification announcing that it then controls less than 5% of the votes in Loomis. Both notifications are made solely in respect of the class A shares held in connection with the transaction which, following conversion into class B shares, will be returned to the lenders of the class B shares used to settle the transaction.
Due to Citi’s temporary holding of 32.3% of the votes in Loomis, Citi would be required to make a mandatory offer for all outstanding shares in Loomis within four weeks. As the class A shares will be converted into class B shares, the obligation to make such mandatory offer will cease and Citi does not intend to make any mandatory offer.
Carnegie acted as joint bookrunner.