Castellum Aktiebolag ("Castellum" or the "Company") has today, 12 May 2023, published a supplement to the prospectus regarding the rights issue which was published on 10 May 2023. The supplement to the prospectus has been prepared by reason of certain incorrectly stated figures in the section "Selected financial information" in the prospectus.
The supplement, which today has been approved and registered by the Swedish Financial Supervisory Authority, forms part of, and must be read together with, the prospectus. The prospectus and the supplement to the prospectus are available on Castellum's website, https://www.castellum.com/investors/rights-issue-2023/. The Swedish language version of the supplement prospectus will also be made available, and the Swedish language version of the prospectus is available, on the Swedish Financial Supervisory Authority's website, www.fi.se.
Citigroup Global Markets Europe AG, Handelsbanken Capital Markets and Nordea Bank Abp, filial i Sverige are acting as Joint Global Coordinators and Joint Bookrunners. Danske Bank A/S, Danmark, Sverige filial, DNB Markets, a part of DNB Bank ASA, Sweden branch, Nykredit Bank A/S, Skandinaviska Enskilda Banken AB (publ) and Swedbank AB (publ) are acting as Joint Bookrunners. Roschier Advokatbyrå AB is legal adviser to Castellum in relation to Swedish law and Cleary Gottlieb Steen & Hamilton LLP is legal advisor to Castellum in relation to U.S. law. White & Case is legal advisor to the Joint Global Coordinators and Joint Bookrunners in relation to Swedish and U.S. law.
For further information, please contact:
Joacim Sjöberg, CEO, Castellum, +46 8 503 052 00
Jens Andersson, CFO, Castellum, +46 76-855 67 02
None of the securities referred to herein have been or will be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction in the United States, and may not be offered, pledged, sold, delivered or otherwise transferred, directly or indirectly, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable other securities laws. There will not be any public offering of any of the securities in the United States.
In the United Kingdom, this press release is directed only at, and communicated only to, persons who are qualified investors within the meaning of article 2(e) of the Prospectus Regulation (2017/1129) of the European Parliament and of the Council of 14 June 2017 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 who are (i) persons who fall within the definition of "investment professional" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), or (ii) persons who fall within article 49(2)(a) to (d) of the Order, or (iii) persons to whom it may otherwise be lawfully communicated (all such persons referred to in (i), (ii) and (iii) above together being referred to as “Relevant Persons”). This press release must not be acted on or relied on by persons in the UK who are not Relevant Persons.
This press release and the information herein is not for publication, release or distribution, in whole or in part, directly or indirectly, in or into the United States, the United Kingdom, Australia, Japan, Canada, New Zealand, South Africa, Switzerland or any other state or jurisdiction in which publication, release or distribution would be unlawful or where such action would require additional prospectuses, filings or other measures in addition to those required under Swedish law.
Citigroup Global Markets Europe AG, Handelsbanken Capital Markets and Nordea Bank Abp, filial i Sverige, Danske Bank A/S, Danmark, Sverige filial, DNB Markets, a part of DNB Bank ASA, Sweden branch, Nykredit Bank A/S, Skandinaviska Enskilda Banken AB (publ) and Swedbank AB (publ) are acting for Castellum in connection with the transaction and no one else and will not be responsible to anyone other than Castellum 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 press release is for informational purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy or acquire, or subscribe for, any of the securities mentioned herein (collectively, the “Securities”) or any other financial instruments in Castellum. Any offer in respect of any of the Securities will only be made through the prospectus that Castellum has published. Offers will not be made 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.
This press release contains forward-looking statements that reflect Castellum’s current view of future events as well as financial and operational development. Words such as “intend”, “assess”, “expect”, “may”, “plan”, “estimate” and other expressions involving indications or predictions regarding future development or trends, not based on historical facts, identify forward-looking statements and reflect Castellum's beliefs and expectations and involve a number of risks, uncertainties and assumptions which could cause actual events and performance to differ materially from any expected future events or performance expressed or implied by the forward-looking statement. The information contained in this press release is subject to change without notice and, except as required by applicable law, Castellum does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it and nor does it intend to. You should not place undue reliance on forward-looking statements, which speak only as of the date of this press release. As a result of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements as a prediction of actual future events or otherwise.
This announcement does not constitute an investment recommendation. The price and value of securities and any income from them can go down as well as up and you could lose your entire investment. Past performance is not a guide to future performance. Information in this announcement cannot be relied upon as a guide to future performance.
The securities mentioned in this press release have not been registered and will not be registered under any applicable securities law in Australia, Japan, Canada, New Zealand, South Africa or Switzerland and may, with certain exceptions, not be offered or sold within, or on behalf of a person or for the benefit of a person who is registered in, these countries. The Company has not made an offer to the public in to subscribe for or acquire the securities mentioned in this press release other than in Sweden.
In the EEA Member States, with the exception of Sweden, Denmark, Finland and Norway (each such EEA Member State, a “Relevant State“), this press release and the information contained herein are intended only for and directed to qualified investors as defined in Article 2 (e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”). The securities mentioned in this press release are not intended to be offered to the public in any Relevant State and are only available to qualified investors except in accordance with exceptions in the Prospectus Regulation. Persons in any Relevant State who are not qualified investors should not take any actions based on this press release, nor rely on it.