company
announcement
No. 3/2017
Tvis, 24 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 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 ("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 sets the price at DKK
98 per share offered in connection with its IPO
With reference to company announcements no. 2/2017 dated 13
November 2017, TCM Group, Scandinavia's third largest kitchen
manufacturer and owner of the brands Svane Køkkenet, Tvis Køkkener,
Nettoline and kitchn, today announces the result of its offering of
shares (the "Offering") and the final offer price of DKK 98 per
share. It is expected that TCM Group's shares will be admitted to
trading and official listing on Nasdaq Copenhagen on 24 November
2017 under the symbol "TCM" and will be subject to the Offering not
being withdrawn prior to settlement and completion of the Offering
and to TCM Group making an announcement to that effect.
Chairman of the board of
directors Sanna Suvanto-Harsaae says:
"I'm very pleased to welcome all the new
shareholders, both the professional investors and the many Danish
private investors. The successful completion of the IPO is an
acknowledgement of TCM Group's remarkable growth track record and
the scope for future growth. I want to thank the management team
and all TCM Group employees for their contributions."
CEO Ole Lund Andersen
says:
"We are grateful for the positive feedback we have
received over the past weeks, and the trust our new shareholders
have shown us. We will work hard to deliver on their expectations.
The IPO is a good platform to further strengthening our position in
the Danish market and to grow further in the rest of Scandinavia.
Everybody at TCM Group should take pride in having reached this
milestone."
Partner at IK Investment Partners
and advisor to the IK Small Cap I Fund Kristian Carlsson Kemppinen says:
"We are very pleased by the strong interest in TCM
Group's listing, and the confidence for the company's strategy to
produce innovative and high-quality kitchens. TCM Group is a great
example of a business that really utilises its brands to cater for
the entire market, and we believe that the IPO will provide a
strong platform for further growth."
Main features of the
Offering
-
The final offer price is DKK 98 per share.
-
The final offer price results in a market value
of TCM Group of DKK 980 million.
-
7,000,000 shares are sold by Innovator
International S.à r.l.
-
The Joint Bookrunners have been granted an
overallotment option of 1,050,000 shares which may be exercised in
whole or in part until 23 December 2017.
-
The Offering will amount to DKK 686.0 million
assuming no exercise of the overallotment option, and DKK 788.9
million assuming full exercise of the overallotment option
-
The percentage of shares in free float,
calculated as the percentage of shares held by new investors after
the Offering, will be 69.7% or 80.2% if the overallotment option is
exercised in full.
-
Approx. 2,000 new investor accounts have
received shares in TCM Group in connection with the Offering.
-
Approx. 10% of the Offering have been allocated
to private investor accounts in Denmark, and 90% of the Offering
have been allocated to Danish and international institutional
investors, including the Cornerstone Investors.
-
Arbejdsmarkedets Tillægspension, BI Asset
Management Fondsmæglerselskabet A/S acting on behalf of certain
customers, Investeringsforeningen Fundamental Invest, Nordea
Investment Management AB, Danmark (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 (the "Cornerstone Investors"), have been allocated a total
of 45.9% of the Offering (before exercise of the overallotment
option).
-
Innovator International S.à r.l. will hold
2,247,600 shares (22.48% of TCM Group's share capital) after
completion of the Offering and before any exercise of the
overallotment option. If the overallotment option is exercised in
full, Innovator International S.à r.l. will hold 1,197,600 shares
(11.98% of TCM Group's share capital).
-
As regards individual orders for more than DKK 3
million, an individual allocation has been made by TCM Group's
board of directors and Innovator International S.à r.l. in
consultation with the Joint Global Coordinators.
-
As regards orders from private investors for up
to DKK 3 million, a mathematical allocation has been made - and all
share numbers have been rounded down to the nearest whole number as
follows:
-
Orders for up to and including 275 shares,
corresponding to DKK 26,950, have been allocated in full
-
Orders for more than 275 shares, have been
allocated 275 shares and 15% of the remaining order
-
A total of 29,386 shares corresponding to DKK
2.88 million have been allocated to the members of TCM Group's
board of directors and executive management. Following the
allocation, the ownership by the members of TCM Group's board of
directors and executive management will be
-
Sanna Mari Suvanto-Harsaae, chairman of the
board of directors, owns 36,381 shares (including shares held
through the holding company Rakaas ApS) corresponding to 0.36% of
the total share capital.
-
Anders Skole-Sørensen, member of the board of
directors, owns 7,653 shares corresponding to 0.08% of the total
share capital.
-
Peter Jelkeby, member of the board of directors,
owns 2,346 shares corresponding to 0.02% of the total share
capital.
-
Ole Lund Andersen, CEO, owns 494,604 shares
corresponding to 4.95% of the total share capital.
-
Mogens Elbrønd Pedersen, CFO, owns 34,851 shares
corresponding to 0.35% of the total share capital.
-
Karsten Rydder Pedersen, COO, owns 99,451 shares
corresponding to 0.99% of the total share capital.
-
TCM Group receives no proceeds in connection
with the Offering.
It is expected that TCM Group's shares will be
admitted to trading and official listing on Nasdaq Copenhagen on 24
November 2017. The shares offered will trade under the symbol "TCM"
in the permanent ISIN code DK0060915478.
It is expected that the shares will be delivered
around 28 November 2017 in return for cash payment in DKK. The
shares will be delivered electronically to the investor's account
with VP Securities A/S and through Euroclear Bank, S.A./N.A. and
Clearstream Banking S.A.
Below is a time schedule of the most important
events following the determination of the final offer price.
Event |
Scheduled date |
First day
of trading and official listing on Nasdaq
Copenhagen in the permanent ISIN code |
24
November 2017 |
Completion of the Offering, including payment for the shares
offered
(exclusive of the overallotment option, unless exercised by this
date) |
28 November 2017 |
If the Offering is terminated or withdrawn prior
to settlement on 28 November 2017 the Offering and any associated
arrangements will lapse, all submitted orders will be automatically
cancelled, any monies received in respect of the Offering will be
returned to the investors without interest (less any transaction
costs) and admission to trading and/or official listing of the
Shares on Nasdaq Copenhagen will be cancelled. All dealings in the
Offer Shares prior to settlement of the Offering are for the
account of, and at the sole risk of, the parties concerned.
Any withdrawal of the Offering will be announced
immediately through Nasdaq Copenhagen.
Carnegie Investment Bank, filial af Carnegie
Investment Bank AB (Publ), Sverige ("Carnegie") is together with
Danske Bank A/S acting as Joint Global Coordinators, and Carnegie
and Danske Bank A/S are together with ABG Sundal Collier ASA
Denmark, filial af ABG Sundal Collier ASA, Norge acting as Joint
Bookrunners.
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 issued by TCM Group
A/S (the "Company") 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, on the website of the
Company.
The Joint Bookrunners and their affiliates are
acting exclusively for the Company and the Selling Shareholders 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 Shareholders 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
issued, offered, acquired, placed or otherwise dealt in should be
read as including any issue or offer to, or acquisition, placing or
dealing by, such Joint Bookrunners 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.
Pricing announcement
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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