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Enity Holding AB (publ) ("Enity" or the "Company"), the largest specialist mortgage provider in Sweden, Norway, and Finland, today announces the outcome of the offering (the "Offering") and listing of its shares on Nasdaq Stockholm (the "Listing"). The Offering attracted very strong interest from Swedish and international institutional investors as well as the general public in Sweden and Finland, and was oversubscribed more than ten times. As a result of the Offering, Enity will have more than 25,000 shareholders. Trading on Nasdaq Stockholm commences today, 13 June 2025.
The Offering and Listing in brief
- As previously announced, the price in the Offering was SEK 57 per share (the "Offering Price"), corresponding to a total market value of the total number of shares in Enity of SEK 2,850 million.
- The Offering comprised 25,500,000 existing shares, corresponding to 51.0 per cent of the total number of shares and votes in Enity (excluding the Overallotment Option (as defined below)), offered by Butterfly Holdco Pte Limited (the "Main Shareholder"), which is indirectly controlled by EQT VII.[1]
- To cover overallotments in relation to the Offering, the Main Shareholder has granted the Joint Bookrunners an option to acquire up to an additional 3,825,000 shares at the Offering Price, corresponding to maximum 15 per cent of the total number of shares in the Offering (the "Overallotment Option"). The Overallotment Option may be exercised, in full or in part, during a period of 30 calendar days from the first day of trading in the Company's shares on Nasdaq Stockholm. Provided that the Overallotment Option is exercised in full, the Offering will comprise 29,325,000 shares, which represent approximately 58.7 per cent of the total number of shares and votes in Enity.
- Based on the Offering Price, the total value of the Offering amounts to approximately SEK 1,454 million (approximately SEK 1,672 million if the Overallotment Option is exercised in full). The Company will not receive any primary proceeds from the sale of shares in the Offering.
- Tredje AP-fonden, Harry Klagsbrun via Harmar AB, Jofam AB and Handelsbanken Fonder (together the "Cornerstone Investors") have, on the same terms as all other investors in the Offering, acquired shares in the Offering for a total amount of SEK 625 million. The shares acquired by the Cornerstone Investors represent, in aggregate, approximately 21.9 per cent of the total number of shares and votes in Enity and approximately 37.4 per cent of the shares in the Offering, provided that the Overallotment Option is exercised in full.
- Immediately following the completion of the Offering, and provided that the Overallotment Option is exercised in full, the Main Shareholder will own approximately 40.0 per cent of the total number of shares and votes in Enity.[2]
- In connection with the Offering, the Main Shareholder, the Company's Board of Directors and the Senior Management Team, have committed to enter into customary lock-up undertakings, with certain exceptions as described in the prospectus. The lock-up period will be 180 calendar days for the Main Shareholder and 360 calendar days for the Company's Board of Directors and the Senior Management Team.
- Trading on Nasdaq Stockholm commences today 13 June 2025 under the trading symbol (ticker) "ENITY".
- Settlement is expected to take place on 17 June 2025.
Björn Lander, CEO of Enity, comments:
"Today marks an important milestone in Enity's more than 20-year journey. I'm incredibly proud of what our team has built so far. With over 25,000 new shareholders, our listing on Nasdaq Stockholm strengthens our ability to accelerate growth and broaden our impact of making the housing market more accessible to those often left behind by traditional banks."
Jayne Almond, Chair of the Board of Enity, comments:
"With today's listing, Enity strengthens its position as a specialist mortgage provider in the Nordic region. The access to capital markets will support our continued development and help us serve more customers in a responsible way."
Vesa Koskinen, Partner at EQT, comments:
"The listing is a natural next step in Enity's journey and reflects the strength of its business model, technology platform, and its ability to continue creating long-term value through responsible growth and inclusive lending."
About Enity
Enity is a specialist mortgage provider operating in the Nordic region, creating innovative and inclusive mortgage solutions for approximately 33,000 customers across Sweden, Norway and Finland. Enity commenced operations in 2005, with a mission to provide sustainable access to the housing market for the underpenetrated, high-growth segment of borrowers not always well-served by high-street banks, despite low risk and strong potential. Enity has since then grown its fully secured mortgage portfolio across Sweden and Norway, expanded its footprint to Finland, expanded its mortgage-focused portfolio with an equity release product and included savings accounts as a part of its product offering, carried out M&A through the acquisition of Bank2 in Norway, and launched a covered bond programme. Enity serves its customers through a differentiated product offering across three brands: Bluestep Bank in all its geographies, Bank2 in Norway and 60plusbanken in Sweden.
Enity has made significant investments to develop a modern, scalable, cloud-based operating model to become a truly digital specialist mortgage bank, whilst maintaining its low-risk assets and underwriting skills and forging a path of stable and profitable growth. Today, Enity is a profitable market leader based on the size of its mortgage loan portfolio, with lending to the public of SEK 29.3 billion as of 31 March 2025, in a steadily growing market with a low-risk portfolio primarily comprised of fully secured mortgages.
Stabilisation measures
In connection with the Offering, the Joint Global Coordinators (with Nordea as stabilisation manager) may effect transactions aimed at supporting the market price of the shares at levels above those which might otherwise prevail in the open market. Such stabilisation transactions may be effected on Nasdaq Stockholm, in the over-the-counter market or otherwise, at any time during the period starting on the date of commencement of trading in the shares on Nasdaq Stockholm and ending not later than 30 calendar days thereafter. The Joint Global Coordinators (with Nordea as stabilisation manager) are, however, not required to undertake any stabilisation and there is no assurance that stabilisation will be undertaken.
Stabilisation, if undertaken, may be discontinued at any time without prior notice. In no event will transactions be carried out at levels above the Offering Price. No later than by the end of the seventh trading day after stabilisation transactions have been undertaken, the Joint Global Coordinators (with Nordea as stabilisation manager) shall disclose that stabilisation transactions have been undertaken in accordance with Article 5(4) of the Market Abuse Regulation (EU) 596/2014 and Commission Delegated Regulation (EU) 2016/1052. Within one week of the end of the stabilisation period, the Joint Global Coordinators (with Nordea as stabilisation manager) will make public whether or not stabilisation was undertaken, the date at which stabilisation started, the date at which stabilisation last occurred and the price range within which stabilisation was carried out, for each of the dates during which stabilisation transactions were carried out.
Advisors
Nordea Bank Abp, filial i Sverige ("Nordea") and Skandinaviska Enskilda Banken AB ("SEB") are acting as Joint Global Coordinators and Joint Bookrunners, and ABG Sundal Collier AB is acting as Joint Bookrunner (together the "Joint Bookrunners"). Mannheimer Swartling Advokatbyrå AB is Enity's and the Main Shareholder's legal advisor as to Swedish law, and Paul, Weiss, Rifkind, Wharton & Garrison LLP is Enity's and the Main Shareholder's legal advisor as to U.S. law. Gernandt & Danielsson Advokatbyrå KB is legal advisor to the Joint Global Coordinators and Joint Bookrunners. Nordea, SEB, Nordnet and Avanza act as Retail Distributors.
For further information, please contact:
Juan Navas, Head of Communications, Enity Bank Group
+46 (0)70 306 2245
juan.navas@enity.com
The information was submitted for publication, through the agency of the contact persons set out above at 07:30 CEST on 13 June 2025.
Important information
This announcement shall not constitute an offer to sell or the solicitation of an offer to buy any securities issued by Enity Holding AB (publ) (the "Company", and such securities, the "Securities"), nor shall there be any sale of the Securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.
This announcement does not constitute an "offer of securities to the public" within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (together with any related implementing and delegated regulations, the "Prospectus Regulation") or the Prospectus Regulation as it forms part of UK domestic law by virtue of the UK European Union (Withdrawal) Act 2018 and as amended by The Prospectus (Amendment etc.) (EU Exit) Regulations 2019 (each as amended) (the "UK Prospectus Regulation") of the Securities in the UK or in any member state of the European Economic Area (the "Member States" and "EEA", respectively). Any offers of the Securities to persons in the UK or in the EEA, other than Sweden and Finland, have been made pursuant to exemptions under the Prospectus Regulation and the UK Prospectus Regulation from the requirement to produce a prospectus for offers of the Securities. Accordingly, this announcement is only addressed to and directed at persons in Member States and in the United Kingdom ("UK") who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation.
This announcement is being distributed only to, and is directed only at (a) persons outside the United Kingdom, (b) persons who have professional experience in matters relating to investments falling within Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (c) high net worth entities, and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(2) of the Order and (d) persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons. This announcement is directed only at relevant persons and any person who is not a relevant person should not act or rely on this announcement or any of its contents.
This announcement does not constitute an offer for sale of, or a solicitation of an offer to purchase or subscribe for, any securities in the United States. Securities may not be offered or sold in the United States unless they are registered or are exempt from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The information contained in this announcement is for informational purposes only and does not purport to be full or completed. Copies of this announcement are not being, and should not be, distributed in or sent into the United States.
The Securities have not been and will not be registered under the Securities Act, as amended, and, subject to certain exceptions, may not be offered or sold within the United States (as defined in Regulation S under the Securities Act ("Regulation S")). The Securities are being offered and sold outside the United States in reliance on Regulation S and within the United States to "Qualified Institutional Buyers" (as defined in Rule 144A under the Securities Act ("Rule 144A")) in reliance on Rule 144A. Prospective purchasers are hereby notified that sellers of the Securities may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.
The offering of the Securities in the Company (the "Offering") has been made by means of a prospectus published by the Company. This announcement is not a prospectus for the purposes of the Prospectus Regulation, the UK Prospectus Regulation and/or Part VI of the UK Financial Services and Markets Act 2000. Investors should not subscribe for any securities referred to in this announcement on the basis of information contained in this announcement. The prospectus, that has been approved by the Swedish Financial Supervisory Authority, is available at the website of the Company at https://www.enity.com/en/about-the-ipo. The approval of the prospectus by the Swedish Financial Supervisory Authority should not be understood as an endorsement of the Securities offered or admitted to trading on a regulated market. When an investor makes an investment decision, they must rely on their own analysis of the Company and its corporate group, including applicable facts and risks. Investors should, before making an investment decision, engage their own professional advisers and carefully evaluate and consider the investment decision.
This announcement includes forward-looking statements which include statements regarding the Company's business strategy, financial condition, profitability, results of operations and market data, as well as other statements that are not historical facts. Words such as "believe," "anticipate," "plan," "expect," "target," "estimate," "project," "predict," "forecast," "guideline," "should," "aim," "continue," "could," "guidance," "may," "potential," "will," as well as similar expressions and the negative of such expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying these statements. By their nature, forward-looking statements are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected. Readers are cautioned not to place undue reliance on these forward-looking statements. Except for any ongoing obligation to disclose material information as required by the applicable law, the Company does not have any intention or obligation to publicly update or revise any forward-looking statements after it distributes this announcement, whether to reflect any future events or circumstances or otherwise.
In connection with the Offering, each of the Joint Bookrunners and any of their affiliates, may take up a portion of the shares in the Offering as a principal position and in that capacity may retain, purchase, sell or offer to sell for their own accounts such shares and other Securities or related investments in connection with the Offering or otherwise. Accordingly, references in the Prospectus to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, each of the Joint Bookrunners and any of their affiliates acting in such capacity. In addition, certain of the Joint Bookrunners or their affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which they or their affiliates may from time to time acquire, hold or dispose of shares. None of the Joint Bookrunners nor any of their respective affiliates intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
[1] The fund known as EQT VII, comprising EQT VII (No.1) Limited Partnership and EQT VII (No.2) Limited Partnership, each managed by EQT Fund Management S.à r.l.
[2] The holding after the Offering has also been reduced by the number of shares in the Company that will be transferred from the Main Shareholder to relevant participants in the existing equity participation programme immediately following completion of the Offering, but includes the number of shares in the Company that will be transferred to relevant participants in the equity participation programmes in January 2026.