COMPANY ANNOUNCEMENT
No. 2/2017
Tvis, 13 November 2017
NOT FOR RELEASE OR DISTRIBUTION OR PUBLICATION IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE
THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
This announcement does not constitute a prospectus. No one should
purchase any securities in TCM Group A/S ("TCM Group" or the
"Company") except on the basis of information in any prospectus
published by the Company in connection with the potential offering
and admission of such securities to trading and official listing on
Nasdaq Copenhagen A/S ("Nasdaq Copenhagen"). Copies of the
prospectus are available at the Company's registered office and,
subject to certain exceptions, through the website of the
Company.
TCM Group, Scandinavia's third largest kitchen
manufacturer and owner of the brands Svane Køkkenet, Tvis Køkkener,
Nettoline and kitchn, today published a prospectus and the
indicative price range in connection with its intended Initial
Public Offering ("IPO" or the "Offering") and subsequent admission
to trading and official listing of its shares on Nasdaq Copenhagen.
The Offering consists of a sale of existing shares by the Company's
existing majority shareholder. TCM Group will not receive any
proceeds from the Offering.
Chairman of the board of
directors, Sanna Suvanto-Harsaae, said:
"In the past weeks we have received positive feedback from
potential investors. The fact that Arbejdsmarkedets Tillægspension,
BI Asset Management Fondsmæglerselskabet A/S on behalf of certain
clients, Investeringsforeningen Fundamental Invest, Nordea
Investment Management AB, Denmark (branch of Nordea Investment
Management AB, Sweden), Handelsbanken, branch of Svenska
Handelsbanken AB (publ.), Sweden, Nykredit Bank A/S and Spar Nord
Bank A/S have signed up as cornerstone investors for in total up to
35% of the share capital is a vote of confidence to the management
team and the plans to further build on TCM Group's remarkable
growth track record and attractive financial profile. We are also
looking forward to welcoming other new investors, both
institutional and private."
CEO, Ole Lund Andersen,
said:
"Today is a milestone for TCM Group and marks the beginning of a
new, exciting journey. Over the past almost 10 years we have
transformed TCM Group into a leading Scandinavian kitchen
manufacturer with a strong brand portfolio based on innovative
Danish design and Danish production. At TCM Group we are extremely
committed to continue to profitably grow the business."
The current majority shareholder of TCM Group is
Innovator International S.à r.l. (the "Selling Shareholder") owned
by IK Small Cap I Fund and certain co-investors being limited
partner entities. IK Small Cap I Fund is advised by European
private equity firm IK Investment Partners Ltd. In addition,
members of the board of directors, the executive management and
certain other employees own shares in the Company.
Highlights of the
Offering
-
Indicative offer price range of DKK 90 to DKK
105 per share of nominal value DKK 0.1 each
-
The indicative price range corresponds to an
implied market capitalisation of DKK 900 million to DKK 1.05
billion
-
The Offering comprises:
-
An offering of up to 7,000,000 existing shares,
equivalent to 70.0% of TCM Group's share capital, excluding an
overallotment option
-
An overallotment option of up to 1,050,000
shares, equivalent to 10.5% of TCM Group's share capital, has been
granted to the managers by the Selling Shareholder. The
overallotment option may be exercised in whole or in part during a
period of 30 calendar days after the first day of trading and
official listing on Nasdaq Copenhagen
-
Up to 32,000 shares, equivalent to approx. 0.46%
of TCM Group's share capital, have been reserved for purchase by
the board of directors and the executive management
-
TCM Group has received irrevocable commitments
from Arbejdsmarkedets Tillægspension, BI Asset Management
Fondsmæglerselskabet A/S on behalf of certain clients,
Investeringsforeningen Fundamental Invest, Nordea Investment
Management AB, Denmark (branch of Nordea Investment Management AB,
Sweden), Handelsbanken, branch of Svenska Handelsbanken AB (publ.),
Sweden, Nykredit Bank A/S and Spar Nord Bank A/S ("Cornerstone
Investors"), subject to certain conditions, to purchase up to
3,500,000 shares, corresponding to up to 35% of TCM Group's share
capital
-
The offer period starts 13 November 2017 and
will close no later than 23 November at 4:00 p.m. CET, but may be
closed in whole or in part at the earliest on 21 November 2017 at
00:01 a.m. CET
-
The offer price will be determined through a
book-building process, and is expected to be announced through
Nasdaq Copenhagen no later than 8:00 a.m. (CET) on 24 November
2017.
-
First day of trading and official listing on
Nasdaq Copenhagen is expected on 24 November 2017 but may be moved
forward accordingly if the offer period is closed before 23
November 2017. If the offer period is closed before 23 November
2017, the announcement of the offer price and allocation will be
brought forward accordingly
-
Shares will be admitted to trading and official
listing under the symbol "TCM" in the permanent ISIN
DK0060915478.
-
Shares are expected to be delivered in book
entry form through the facilities of VP Securities A/S, Euroclear
and Clearstream on or around 28 November 2017 against payment in
immediately available funds in DKK. If the first date of trading is
moved forward, the date of payment and settlement will be brought
forward accordingly
-
The Offering consists of a public offering to
retail and institutional investors in Denmark and private
placements to institutional investors in the rest of the world in
compliance with U.S. Regulation S.
Prospectus
The prospectus has been prepared in English
(including a Danish translation of the summary) and in Danish.
Special attention should be given to the risk factors described in
the prospectus.
The prospectus will be made available to eligible
investors at no cost at the registered office of TCM Group,
Skautrupvej 16, DK-7500 Holstebro, or on TCM Group's website,
www.tcmgroup.dk.
The prospectus can also be obtained upon request
to Carnegie Investment Bank, filial af Carnegie Investment Bank AB
(Publ), Sverige, e-mail: prospekter@carnegie.dk or Danske Bank A/S,
phone +45 70 23 08 34, e-mail: prospekter@danskebank.dk and can be
ordered at Danske Bank's branches in Denmark.
Bank syndicate
Carnegie Investment Bank, filial af Carnegie
Investment Bank AB (Publ), Sverige and Danske Bank A/S have been
appointed to act as Joint Global Coordinator, and Carnegie
Investment Bank, filial af Carnegie Investment Bank AB (Publ) and
Danske Bank A/S will together with ABG Sundal Collier Denmark,
filial af ABG Sundal Collier ASA, Norge act as Joint Bookrunners in
the intended Offering.
For additional information,
please contact:
CEO, Ole Lund Andersen, TCM Group, +45 97 43 52
00
About TCM Group
TCM Group is Scandinavia's third largest manufacturer of kitchens
and furniture for bathrooms and storage. The products are Danish
design, produced in Denmark and rooted in a proud tradition of good
quality and good craftsmanship. TCM Group pursues a multi-brand
strategy, under which the main brand is Svane Køkkenet and the
other brands are Tvis, Nettoline and kitchn. Combined, the brands
cater for the entire price spectrum, and are sold through 125
dealers in Denmark and the rest of the Scandinavia. In addition,
TCM Group sells private label kitchens through a total of more than
150 DIY stores in Denmark and independent kitchen stores in Norway.
See www.tcmgroup.dk for more information.
Important
information:
This announcement is not an offer to sell or a solicitation of any
offer to buy any securities in TCM Group in any jurisdiction where
such offer or sale would be unlawful and the announcement and the
information contained herein are not for distribution or release,
directly or indirectly, in or into such jurisdictions.
In any member state of the European Economic Area
("EEA Member State"), other than Denmark, that has implemented
Directive 2003/71/EC as amended (together with any applicable
implementing measures in any member state, the "Prospectus
Directive"), this announcement is only addressed to and is only
directed at investors in that EEA Member State who fulfil the
criteria for exemption from the obligation to publish a prospectus,
including qualified investors within the meaning of the Prospectus
Directive as implemented in each such EEA Member State.
Any securities referred to herein have not been
and will not be registered under the U.S. Securities Act of 1933,
as amended (the "Securities Act"), and may not be offered or sold
in the United States absent registration or an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act. There is no intention to register any
securities referred to herein in the United States or to make a
public offering of the securities in the United States.
In the United Kingdom, this announcement and any
other materials in relation to the securities described herein are
only being distributed to, and are only directed at, and any
investment or investment activity to which this announcement
relates is available only to, and will be engaged in only with,
"qualified investors" (as defined in section 86(7) of the Financial
Services and Markets Act 2000) and 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"); or (ii) high net worth
entities falling within Article 49(2)(a) to (d) of the Order (all
such persons together being referred to as "relevant persons").
Persons who are not relevant persons should not take any action on
the basis of this announcement and should not act or rely on
it.
This announcement does not constitute a prospectus
and nothing herein contains an offering of securities. No one
should purchase any securities in the Company, except on the basis
of information in the prospectus published by the Company in
connection with the offering and admission of such securities to
trading and official listing on Nasdaq Copenhagen A/S. Copies of
the prospectus are available from the Company's registered office
and, subject to certain exceptions, through the website of the
Company.
The Joint Bookrunners and their affiliates are
acting exclusively for the Company and the Selling Shareholder and
no-one else in connection with the offering. They will not regard
any other person as their respective clients in relation to the
offering and will not be responsible to anyone other than the
Company and the Selling Shareholder for providing the protections
afforded to their respective clients, nor for providing advice in
relation to the offering, the contents of this announcement or any
transaction, arrangement or other matter referred to herein.
In connection with the offering, the Joint
Bookrunners and any of their affiliates, acting as investors for
their own accounts, may purchase shares and in that capacity may
retain, purchase, sell, offer to sell or otherwise deal for their
own accounts in such shares and other securities of the Company or
related investments in connection with the offering or otherwise.
Accordingly, references in the prospectus to the shares being
offered, acquired, placed or otherwise dealt in should be read as
including any offer to, or acquisition, placing or dealing by, such
Joint Bookrunner and any of their affiliates acting as investors
for their own accounts. The Joint Bookrunners do not intend to
disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory
obligations to do so.
In connection with the offering, Carnegie (the
"Stabilising Manager") (or persons acting on behalf of the
Stabilising Manager) may over-allot securities or effect
transactions with a view to supporting the market price of the
securities at a level higher than that which might otherwise
prevail. However, there is no assurance that the Stabilising
Manager (or persons acting on behalf of the Stabilising Manager)
will undertake stabilisation actions. Any stabilisation action may
begin on or after the date of commencement of trading and official
listing of the securities on Nasdaq Copenhagen A/S and, if begun,
may be ended at any time, but it must end no later than 30 days
after the date of commencement of trading and official listing of
the securities.
Matters discussed in this release may constitute
forward-looking statements. Forward-looking statements are
statements that are not historical facts and that can be identified
by words such as "believe", "expect", "anticipate", "intends",
"estimate", "will", "may", "continue", "should", and similar
expressions. The forward-looking statements in this announcement
are based upon various assumptions, many of which are based, in
turn, upon further assumptions. Although the Company believes that
these assumptions were reasonable when made, these assumptions are
inherently subject to significant known and unknown risks,
uncertainties, contingencies and other important factors which are
difficult or impossible to predict and are beyond its control. Such
risks, uncertainties, contingencies and other important factors
could cause actual events to differ materially from the
expectations expressed or implied in this release by such
forward-looking statements.
The information, opinions and forward-looking
statements contained in this announcement speak only as at its
date, and are subject to change without notice.
TCM Group prospectus announcement
131117
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: TCM Group A/S via Globenewswire
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