Condo Nordic Holding AB (publ) Announces SEK 7.1 Million Directed Share Issue and Strategic Expansion into Sweden

Condo Nordic Holding AB ("Condo" or the "Company") has resolved to carry out a directed share issue totalling 5,924,958 Units, corresponding to approximately SEK 7.1 million, divided into two tranches. The Board of Directors has resolved to carry out Tranche 1, comprising 4,090,212 Units, based on the authorisation from the Annual General Meeting held on June 10, 2024. Furthermore, the Board intends to propose Tranche 2, comprising 1,834,746 Units, for approval at an Extraordinary General Meeting. The total offering is collectively called the "Directed Share Issue".

Condo Nordic Holding AB (publ) Announces SEK 7.1 Million Directed Share Issue and Strategic Expansion into Sweden

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Condo Nordic Holding AB ("Condo" or the "Company") has resolved to carry out a directed share issue totalling 5,924,958 Units, corresponding to approximately SEK 7.1 million, divided into two tranches. The Board of Directors has resolved to carry out Tranche 1, comprising 4,090,212 Units, based on the authorisation from the Annual General Meeting held on June 10, 2024. Furthermore, the Board intends to propose Tranche 2, comprising 1,834,746 Units, for approval at an Extraordinary General Meeting. The total offering is collectively called the "Directed Share Issue".

The subscription price in the Directed Share Issue has been set at SEK 1.20 per Unit. Each Unit consists of three shares and two warrants, corresponding to a price of SEK 0.40 per share. The warrants entitle the holder to subscribe for shares in Condo in November 2025 at a 30% discount to the 30-day volume-weighted average price (VWAP) immediately before the exercise period in November 2025, with a minimum price of SEK 0.25 and a maximum price of SEK 0.75 per share. Investors in the Directed Share Issue include qualified investors from Sweden and Finland, comprising both new and existing shareholders, notably Feiholm Invest Oy, Stockholm Capital Management AB, and members of the Company’s board and management.

Simultaneously, Condo has decided on strategic initiatives to be announced separately:

•          Entered into an Asset Purchase Agreement with HOMEstate AB with shareholders Stefan Alvarsson, Erik Selin, and Jacob Karlsson to acquire selected key assets.

•          Signed a Letter of Intent to acquire West Coast Stay AB, a leading corporate housing provider in Gothenburg.

Through these acquisitions, Condo strengthens its presence in the Swedish market and establishes operational activities within corporate housing. These acquisitions enable rapid scaling of the Company’s business model in Sweden and form the basis for long-term strategic cooperation with the sellers’ respective property portfolios.

Details of the Directed Share Issue

The Directed Share Issue consists of two tranches: Tranche 1 (4,090,212 Units), authorised by the Board based on AGM authorisation, and Tranche 2 (1,834,746 Units), proposed for resolution at an Extraordinary General Meeting.

The subscription price represents a discount of 36% compared to the closing price on Spotlight Stock Market on April 29, 2025, and a 43% discount compared to the volume-weighted average price over the past 30 trading days. The Directed Share Issue totals SEK 7.1 million before issuance costs, with SEK 2.1 million raised and SEK 2.8 million in liabilities offset through Tranche 1, and SEK 0.8 million raised with SEK 1.4 million in liabilities offset through Tranche 2—total subscriptions from board and management amount to SEK 1.3 million.

If Tranche 2 is approved, the Directed Share Issue will dilute approximately 47% of shares and votes based on the total outstanding shares after both Tranches. The number of shares will increase by 17,774,873 from 20,407,347 to 38,182,220. Share capital will increase by SEK 4,356,587 from SEK 5,001,801 to SEK 9,358,388. Full exercise of warrants would further increase share capital by up to SEK 2,904,391, issuing 11,849,915 additional shares (24% further dilution).

The part of the Directed Share Issue that has been subscribed for by members of the Company's board of directors and management is included in Tranche 2. The members of the Company's board of directors and management are covered by Chapter 16. The Swedish Companies Act (2005:551) (the so-called Leo Act) requires any share of the Directed Share Issue that can be allotted to members of the Company's board of directors and management with the approval of an extraordinary general meeting with the assistance of at least nine-tenths of both the votes cast and the shares represented at the meeting. The Board of Directors' decision regarding Tranche 1 is not dependent on the approval of Tranche 2.

Background and rationale

The directed share issue aims to secure the necessary capital to support the Company's continued growth and strategic establishment in the Swedish market.

The proceeds from the issue, which amount to SEK 3 million, are intended to be disposed of according to the following priority areas of use:

1. The company's coverage of working capital needs is linked to its growth initiatives, including strengthening liquidity to increase business flow and operational expansion in the Nordic region.
2. Establish operational activities in Sweden, which include initial costs related to infrastructure, personnel, and local marketing activities in connection with the Company's entry into the Swedish market for corporate accommodation.

The reason for deviating from the shareholders' preferential rights is that the issue enables a quick and cost-effective capital raise under current market conditions and allows the Company to broaden its shareholder base with long-term, strategically valuable investors. The Board of Directors believes that this strengthens the Company's financial position and enables the implementation of planned growth activities without uncertainty regarding the outcome of a rights issue.

Thus, the directed share issue constitutes an essential component of the Company's overall strategy to increase its presence in the Nordic market and establish Condo as a leading player in the segment of customised housing solutions.

Deviation from shareholders' preferential rights

Before the decision on the directed share issue, the Condo Board of Directors made an overall and carefully considered assessment of various alternatives for raising capital. In this process, particular emphasis was placed on the possibility of carrying out a new share issue with preferential rights for the Company's existing shareholders.

After analysing the pros and cons of a rights issue, the Company's Board of Directors has, after careful consideration, determined that a directed share issue is the alternative that best meets the Company's current needs. The reasons for deviating from the shareholders' preferential rights are as follows:

1. Broadening and strengthening of the shareholder base: The directed share issue enables the Company to attract new investors, which is expected to improve the ownership composition and increase the liquidity of the Company's shares.
2. Time aspect and feasibility: A rights issue would be significantly more time-consuming and require extensive resources. Uncertainties about subscription rate and execution could create volatility and pressure on the share price.
3. Cost efficiency and transaction certainty: A directed share issue can be carried out at a lower cost and with fewer operational and legal elements than a rights issue. This creates the conditions for a faster capital injection to the Company with reduced execution risk.

In addition, the Board of Directors has considered current market conditions, including the increased volatility in 2025, further indicating the need for a fast, flexible and secure issue.

The subscription price for the shares has been determined through arm's length negotiations between the Company and the external investors. The Board of Directors assesses that the subscription price aligns with market conditions and reflects the current demand and valuation of the Company's share.

In light of the above, the Board of Directors believes that the deviation from the shareholders' preferential rights is justified and in the Company's and its shareholders' long-term interest.

Extraordinary General Meeting

The Board will call an Extraordinary General Meeting to decide on Tranche 2. Notice will be published separately by May 5, 2025.

Lock-up commitments

Board members and senior management subscribing to shares in this Directed Share Issue have committed to a seven-month lock-up period post-completion, subject to customary exceptions, including transfers to closely affiliated parties or as required by law.

Advisers

Storgatan Finans AB is the financial adviser, and Aqurat Fondkommission serves as issuing agent.

For more information, please contact

Markku Jussila, Chairman of the Board
Phone: +358 40 532 2212 E-mail: [email protected]
Website: www.condoholding.com

This information is information that Condo Nordic Holding AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted, through the care of the above contact person, for publication at 7:30 CET on 30 April 2025.

Important information

The publication, release or distribution of this press release may, in certain jurisdictions, be subject to legal restrictions. Persons in jurisdictions where this press release has been published or distributed must inform themselves of and comply with such legal restrictions. The recipient of this press release is responsible for using the press release and the information contained herein, following applicable rules in each jurisdiction. This press release does not constitute an offer to sell or a solicitation of an offer to acquire or subscribe for any securities issued by the Company in any jurisdiction where such an offer or solicitation would be unlawful.

This press release is not a prospectus within the meaning of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved or reviewed by any regulatory authority in any jurisdiction. No prospectus will be prepared in connection with the Directed Share Issue.

This press release does not constitute an offer to acquire or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States unless registered or exempt from registration under the applicable U.S. Securities Act of 1933 (the “Securities Act”) and securities laws of any state or other jurisdiction of the United States. The securities mentioned herein will not be registered in the United States, and no public offering will be made there. The information in this press release may not be disclosed, published, copied, reproduced, or distributed, in whole or in part, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong, New Zealand, South Africa, South Korea, Switzerland, Singapore, Japan, Russia, Belarus or any other jurisdiction where such publication or distribution would violate applicable laws or would require registration or other measures beyond those required under Swedish law. Actions contrary to these restrictions may constitute a breach of applicable securities laws.

In the United Kingdom, this document and any other materials related to the securities referred to herein are being distributed only to, and are directed only at, “Qualified Investors” within the meaning of section 86(7) of the UK Financial Services and Markets Act 2000 who are (i) investment professionals falling within Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), or (ii) high net worth companies and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a)-(d) of the Order (all such persons together being referred to as “Relevant Persons”). Any investment activity to which this press release relates will only be available to, and will only be engaged with, Relevant Persons. Not Relevant Persons should not act or rely on this press release or its contents.

This press release does not identify or purport to identify risks (direct or indirect) associated with an investment in the new shares. This press release does not constitute an invitation to underwrite, subscribe for, or otherwise acquire or transfer securities in any jurisdiction. This press release does not recommend investing in the Directed Share Issue. Each investor or potential investor should conduct their investigation, analysis, and evaluation of the business and the information contained in this press release and all publicly available information. The price and value of securities may decrease as well as increase. Past performance is not a guide to future performance. The contents of the Company’s website or any other website accessible through hyperlinks on the Company’s website do not form part of this press release.

Forward-Looking Statements

This press release contains forward-looking statements regarding the Company’s intentions, assessments or expectations concerning the Company’s future results, financial condition, liquidity, development, prospects, expected growth, strategies and opportunities, as well as the markets in which the Company operates. Forward-looking statements are statements that do not refer to historical facts and can be identified by expressions such as “believes”, “expects”, “anticipates”, “intends”, “estimates”, “will”, “may”, “assumes”, “should”, “could”, and the negatives of those terms and similar expressions. These statements are based on various assumptions, many of which are based on additional assumptions. Although the Company believes these assumptions are reasonable, they are inherently subject to uncertainties and contingencies, many outside the Company’s control. Due to various factors, actual outcomes or results may differ from those expressed or implied in these forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements are accurate, and readers of this press release should not unduly rely on any forward-looking statements. The information, views and forward-looking statements contained herein are provided only as of the date of this press release and may change. Neither the Company nor anyone else undertakes to review, update, confirm or publicly announce any revisions to any forward-looking statements to reflect events or circumstances that arise about the content of this press release, except as required by law or the rules of Spotlight Stock Market.

Information to Distributors

To meet the product governance requirements set out in (a) Directive 2014/65/EU on markets in financial instruments as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) national implementing measures (together, the “MiFID II Product Governance Requirements”), and to disclaim all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (within the meaning of the MiFID II Product Governance Requirements) might otherwise have with respect thereto, the shares in Condo have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note that the price of Condo shares may decline, and investors could lose all or part of their investment; the Condo shares offer no guaranteed income and no capital protection, and investment in Condo shares is only suitable for investors who do not require a guaranteed income or capital protection, who (either alone or with the help of appropriate financial or other advisers) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to bear any losses that may result from it. The Target Market Assessment does not affect any contractual, legal or regulatory sales restrictions concerning the Directed Share Issue.

For the avoidance of doubt, the Target Market Assessment should not be construed as (a) an assessment of suitability or appropriateness for MiFID II purposes or (b) a recommendation to any investor or group of investors to invest in, acquire, or take any other action concerning Condo shares.

Each distributor is responsible for conducting its target market assessment for the Company’s shares and determining appropriate distribution channels.

This disclosure contains information that Condo Nordic Holding AB is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on 30-04-2025 07:40 CET.