Dometic Group publishes prospectus and announces the price range for its initial public offering and listing on Nasdaq Stockholm

Transcription

1 Press release November 11, 2015 Dometic Group publishes prospectus and announces the price range for its initial public offering and listing on Nasdaq Stockholm The global market leader in branded solutions for mobile living, Dometic Group AB (publ) ( Dometic or the Company ), announced on November 2, 2015 its intention to launch an Initial Public Offering (the IPO or Offering ) and listing of its shares on Nasdaq Stockholm. Today, the Company publishes prospectus and announces the price range at SEK per share. The prospectus is available on Dometic s website Dometic operates in the Americas, EMEA and Asia Pacific, providing products for the use in recreational vehicles, trucks and premium cars, pleasure and workboats, and for a variety of other uses. The Offering in brief The Offering consists of an offering to qualified institutional investors in Sweden and internationally, as well as to the general public in Sweden The Offering comprises a total of up to 108,900,014 shares of Dometic (up to 35.5% of the total shares outstanding following the Offering), of which up to 106,976,744 newly issued shares and 1,923,270 existing shares. The Company is offering such number of newly issued shares as will raise gross proceeds of SEK 4,600 million before issue costs To cover potential over-allotment, if any, EQT V, ( the Principal Owner ) has undertaken to sell up to 16,335,002 additional existing shares, corresponding to up to 15% of the number of shares in the Offering (the Over-Allotment Option ). Assuming full exercise of the Over- Allotment Option, the Offering corresponds to up to 40.8% of the total shares outstanding following the Offering The final price in the Offering (the Offer Price ) is expected to be set within a range of SEK per share, corresponding to a market capitalisation of the Company of SEK 13,200-15,000 million Provided that the Over-Allotment Option is exercised in full, the value of the Offering amounts to approximately SEK 5,385-5,405 million 1

2 AMF, Handelsbanken Fonder and Nordea Funds (the Cornerstone Investors ) have committed to acquire shares throughout the price range corresponding to a value, in total, of SEK 1,400 million. Provided that the Over-Allotment option is exercised in full, the Cornerstone Investors share of the total Offering amount to up to 26.0% The first day of trading on Nasdaq Stockholm is expected to be 25 November 2015 Roger Johansson, President and CEO of Dometic, comments: In just a few years, through hard work and with the backing of our principal shareholder EQT and experienced Board, we have become a significantly stronger and more financially stable company. The key pillars in Dometic s continued success are to strengthen our product portfolio, focus on operational improvement, grow the Aftermarket business and capitalize on the recovery in the EMEA RV market. Harry Klagsbrun, Partner at EQT Partners and investment advisor to EQT funds, comments: EQT V will remain a large shareholder in Dometic after the listing and I am fully confident in the Company s ability to continue successfully implementing its growth strategy and create value for its shareholders. On behalf of EQT V and the Board, I welcome this next step for Dometic. I believe the Company is well suited and prepared for a listed environment. Background and reasons for the Offering and use of proceeds EQT III originally invested in Dometic from 2001 until 2005, and created the Dometic Group. In 2011, Dometic was brought under the ownership of EQT V, a successor fund to EQT III, and the size and strength of Dometic s business has since significantly increased. The board of directors and executive management of Dometic, supported by EQT V, consider the Offering and listing of the Company s shares to be a logical and important step in Dometic s development, which will enable the Company to expand the shareholder base and enable Dometic to access the Swedish and international capital markets, which will support the Company s continued growth and development but also increase the awareness of Dometic and its operations among current and potential customers and suppliers. For these reasons, the board of directors has applied for listing on Nasdaq Stockholm. The Offering consists both of newly issued shares and existing shares. Dometic expects to raise gross proceeds of SEK 4,600 million from the new issue. The proceeds from the issue will be used to achieve a net debt level that meets the financial goals for the capital structure determined by the Board of Directors. This includes redemption of all outstanding notes and repayment of a portion of Dometic s indebtedness under its existing senior credit facility. Dometic will not receive any proceeds from the sale of existing shares in the Offering. Members of the Board of Directors and executive management have been given the option to sell a portion of their holdings to companies controlled by the Principal Owner (which will be sold by such company in the Offering) in order to cover tax and costs associated with the Offering as well as, in some cases, also sell a small percentage of their residual holding. Key management will remain shareholders in the Company after the Offering. The Principal Owner will continue to hold a significant stake in the Company following the Offering, and will thereby continue to contribute to the Company s future development. The Offering In accordance with the conditions of the Offering, which are described in the prospectus, the Board of Directors of Dometic and the Principal Owner have decided to offer up to 108,900,014 shares of 2

3 Dometic (up to 35.5% of the total shares outstanding), of which up to 106,976,744 newly issued shares and 1,923,270 existing shares.. Jefferies International Limited, SEB and Morgan Stanley (the Joint Global Coordinators ) may exercise an Over-Allotment Option of up to 16,335,002 additional existing shares, corresponding to up to 15% of the number of shares in the Offering. Assuming full exercise of the Over-Allotment Option, the Offering corresponds to up to 40.8% of the total shares outstanding following the Offering. The allotment of shares for each part of the Offering will be based on demand. The allotment will be determined by the Company s Board of Directors and the Principal Owner in consultation with the Joint Global Coordinators. The shares are being offered to the general public in Sweden, as well as to qualified institutional investors in Sweden and internationally. The price range is set at SEK per share, corresponding to a market capitalisation of the Company of SEK 13,200-15,000 million. Provided that the Over-Allotment option is exercised in full, the value of the Offering amounts to approximately SEK 5,385 5,405 million. The Cornerstone Investors have committed to, provided the fulfilment of certain conditions, directly or indirectly, acquire shares throughout the price range corresponding to a value, in total, of SEK 1,400 million, of which AMF, Handelsbanken Fonder and Nordea Funds are acquiring shares corresponding to a value of SEK 500 million, SEK 500 million and SEK 400 million respectively. Based on the mid-point of the price range, this corresponds to 3.5%, 3.5% and 2.8% respectively of the total shares outstanding in Dometic following the Offering. The first day of trading on Nasdaq Stockholm is expected to be 25 November 2015 and the shares will trade under the symbol DOM. Prospectus and application form The prospectus (in Swedish and English) and application form (in Swedish) have been published on Dometic s webpage ( and SEB s webpage ( Indicative timetable Application period for the general public in Sweden November 2015 Bookbuilding period for institutional investors November 2015 Announcement of final Offer Price 25 November 2015 First day of trading on Nasdaq Stockholm 25 November 2015 Settlement date 27 November 2015 Advisors Jefferies International Limited, SEB and Morgan Stanley are acting as Joint Global Coordinators and Joint Bookrunners in relation to the IPO and Lazard is financial advisor to the Company and the principal beneficial shareholder EQT V. Carnegie and UBS are joint bookrunners and Handelsbanken is co-lead manager. Vinge and Latham & Watkins (London) LLP are acting as legal advisors to the Company and the Principal Owner, Advokatfirman Hammarskiöld & Co and Davis Polk & Wardwell London LLP are acting as legal advisors to the Joint Global Coordinators and Joint Bookrunners. 3

4 About Dometic Dometic provides branded solutions for mobile living in the areas of Climate, Hygiene & Sanitation and Food & Beverage. The Company manufactures and sells a broad range of products within these areas for use in recreational vehicles (such as motorhomes and caravans or towables), trucks and premium cars, pleasure and work boats, and for a variety of other uses. Products include air conditioners, furnaces, awnings, vents and windows & doors within Climate; water heaters and toilets within Hygiene & Sanitation; and refrigerators, cooking equipment, ovens and mobile coolers within Food & Beverage. The Company operates 22 manufacturing / assembly sites in nine countries, sells its products in approximately 100 countries and manufactures approximately 85% of products sold in-house. The Company markets and sells its products under one main brand, Dometic, as well as supporting brands such as WAECO, Atwood, A ATWOOD AIR COMMAND, MOBICOOL, Marine Air Systems, Condaria, Cruisair and SeaLand. During the twelve months ended 30 September 2015, Dometic generated net sales of SEK 11.2 billion and adjusted operating profit (EBIT) of SEK 1.4 billion (12.9% margin). As of 30 September 2015, Dometic had 6,369 employees. Dometic was established in 1968 as a U.S. subsidiary of the Swedish company AB Electrolux, under the name Dometic Sales Corporation, to sell refrigerators for recreational vehicles and other leisure equipment. The origination of business, however, dates back to 1922 with the invention of absorption refrigerators. Dometic s product portfolio and geographic reach have grown through a series of 39 acquisitions in the last 42 years. About EQT EQT is one of the leading private equity groups in Europe with approximately EUR 29 billion in raised capital. EQT funds have portfolio companies in Europe, Asia and the US with total sales of more than EUR 17 billion and approximately 140,000 employees. EQT supports portfolio companies to achieve sustainable growth, operational excellence and market leadership. For more information, please contact: Erika Ståhl, Head of Business Control & Investor Relations at Dometic Phone: ir@dometicgroup.com The information above has been published pursuant to the Swedish Securities Markets Act (Swe. lag om värdepappersmarknaden) and Swedish Financial Instruments Trading Act (Swe. lagen om handel med finansiella instrument). This information was released for publication at CET on 11 November, IMPORTANT INFORMATION This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. Copies of this announcement are not being made and may not be distributed or sent into the United States, Australia, Canada, Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act ), and accordingly may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any offering in the United States or to conduct a public offering of securities in the United States. Any sale in the United States 4

5 of the securities mentioned in this announcement will be made solely to qualified institutional buyers as defined in Rule 144A under the Securities Act. Any offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is not a prospectus for the purposes of Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the Prospectus Directive ). Investors should not invest in any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus. In any EEA Member State other than Sweden that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the Order ) or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as relevant persons ). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so. Matters discussed in this announcement may contain projections or may constitute forward-looking statements regarding future events or the future financial performance of the Company. Forward-looking statements are statements that are not historical facts and can be identified by words such as believe, expect, anticipate, intend, estimate, will, may, continue, should, could and similar expressions. The forward-looking statements in this release 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. Neither the Company nor any other person guarantees that the assumptions underlying the forward-looking statements in this presentation are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this presentation or any obligation to update or revise the statements in this presentation to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. Neither the Company nor any other person undertakes any obligation to review, update, confirm, or to release publicly any revisions to any forward looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement. Jefferies International Limited is authorised and regulated in the United Kingdom by the Financial Conduct Authority. Morgan Stanley & Co. International plc. and UBS Limited are authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Skandinaviska Enskilda Banken AB, Carnegie Investment Bank AB and Handelsbanken Capital Markets (a part of Svenska Handelsbanken AB) are regulated by the Swedish Financial Supervisory Authority. All firms are acting exclusively for the Company and no one else in connection with the Offering and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for giving advice in relation to the Offering or any transaction or arrangement referred to in this announcement. Lazard & Co., Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as adviser to the Company and no-one else in connection with the Offering. Lazard & Co., Limited will not regard any other person as its client in relation to the Offering and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Offering, the contents of the Prospectus or any transaction, arrangement or other matter referred to herein. Lazard & Co., Limited accepts no responsibility whatsoever for the contents of the Prospectus, including its accuracy or completeness, and accordingly disclaims all and any liability whatsoever in respect of the Prospectus. 5