DGAP-News: Matas publishes a prospectus and sets indicative price range for its Initial Public Offering on NASDAQ OMX Copenhagen
(firmenpresse) - Matas A/S
13.06.2013 08:53
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Company announcement 1/2013
Alleroed, 13 June 2013
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN
This announcement is not a prospectus but a company announcement and nothing
herein contains an offering of securities. No one should purchase or subscribe
for any securities in Matas A/S ('Matas' or the 'Company') except on the basis
of information in the Offering Documents (as defined below) published by Matas
in connection with the potential offering and admission of such securities to
trading and official listing on NASDAQ OMX Copenhagen A/S ('NASDAQ OMX
Copenhagen').
Following the announcement of its intention to float on 31 May 2013, Matas
today announces an indicative price range for, and the publication of a
prospectus in relation to, its planned initial public offering (the 'IPO' or
'Offering') to list its shares on NASDAQ OMX Copenhagen.
Highlights of the offering
-- Indicative price range set at DKK 100 to DKK 120 per share
-- The Offering comprises:
-- A sale of between 16,307,908 and 21,271,185 Shares (the 'Offer Shares'),
with a nominal value of DKK 2.50 each, by the Company's existing major
shareholders, Svenska M Holding 1 AB (ultimately owned by certain funds
advised by affiliates and subsidiaries of CVC Capital Partners SICAV-FIS
S.A. - a private equity firm) and Materialisternes Invest ApS
(ultimately owned by former Matas store owners and certain of their
related parties)
-- An overallotment option of additional shares representing up to 15% of
Offer Shares granted by the major shareholders (pro rata to their sale
of Offer Shares)
-- Executive management, key employees and certain former and current
employees will sell a part of their shares to the major shareholders on a
pro rata basis (based on the major shareholders' existing shareholding in
the Company) in connection with the Offering, predominantly to cover tax
liabilities triggered by the IPO and to repay loans relating to their
original investment
-- The free float is expected to be up to 60% assuming full exercise of the
overallotment option
-- The Offering is valued at DKK 2,446 million - DKK 2,935 million on the
basis of the price range and assuming full offer size and full exercise of
the over-allotment option
-- The price range indicates an equity value of Matas of approximately DKK
4,077 million - DKK 4,892 million
-- The offer period for institutional and retail investors is expected to
commence at 9:00 am CET on 18 June 2013 and to close no later than 4:00 pm
CET on 27 June 2013. The offering for orders up to and including DKK 3
million may be closed before the remainder of the offering is closed, but
not before 5:01 p.m. CET on 21 June 2013. Any such earlier closing in whole
or in part will be published through NASDAQ OMX Copenhagen
-- The Company's shares are expected to be admitted to trading and official
listing on NASDAQ OMX Copenhagen no later than 28 June 2013 under the
symbol 'MATAS' (ISIN DK0060497295)
-- The Offer Shares are expected to be delivered onor about 3 July 2013 (the
'Closing Date') against payment in immediately available funds in Danish
kroner. The Offer Shares will be delivered in book-entry form on the
Closing Date to investors' accounts with VP Securities and through the
facilities of Euroclear Bank, S.A./N.V. and Clearstream Banking S.A.
-- The Offering includes:
-- a public offering in Denmark
-- an international institutional offering
Terje List, Matas' CEO, commented:
'Over the past six years we have undergone a significant transformation
together with our current shareholders. We believe that today's IPO launch is
the natural next step and a key milestone for our business. We look forward to
meeting new investors to present the high quality of our business, our strong
financial track-record and our favourable prospects for continued successful
performance.'
Soeren Vestergaard-Poulsen, Chairman of Matas and Partner at CVC Capital
Partners commented:
'We are excited to see Matas move into this new important phase, having helped
develop the company into Denmark's largest health and beauty retailer in close
partnership with management since 2007. We believe that this is the right stage
for Matas to benefit from an enhanced public profile and to strengthen the
board, while we look forward to continuing to support the business going
forward.'
Financial Intermediaries
Morgan Stanley&Co. International plc and Nordea Markets (division of Nordea
Bank Danmark A/S) have been appointed to act as Joint Global Coordinators and
Joint Bookrunners for the proposed IPO. Carnegie Bank A/S, Danske Bank A/S and
SEB, Skandinaviska Enskilda Banken, Danmark, Filial of Skandinaviska Enskilda
Banken AB (publ) Sverige, are acting as Co-Lead Managers.
Offering Documents
A prospectus in English and a Danish translation hereof (together, the
'Offering Circulars') has
been prepared and the prospectus in English has been approved by the Danish
Financial Supervisory Authority. Special attention should be given to the risk
factors which are described at the beginning of the Offering Circulars. The
Offering Circulars will be made available to eligible investors at no cost at
the registered office of Matas A/S, Denmark. The Offering Circular can also be
obtained upon request from Nordea Bank Danmark A/S, Corporate Actions,
Strandgade 3, Postbox 850, 0900 Copenhagen C, Denmark, phone +45 33 33 68 81,
e-mail prospect.ca(at)nordea.com, or Carnegie Bank A/S, Overgaden neden Vandet 9B
1414 Copenhagen K, Denmark, phone +45 32 88 02 00, e-mail
prospekter(at)carnegie.dk or Danske Bank A/S, Holmens Kanal 2-12, 1092 Copenhagen
K, Denmark, phone +45 70 23 08 34, e-mail prospekter(at)danskebank.dk, or
Skandinaviska Enskilda Banken, Danmark, Filial of Skandinaviska Enskilda Banken
AB (publ) Sverige, Bernstoffsgade 50, 1577 Copenhagen V, Denmark, phone +45 33
28 29 00, e-mail prospekt(at)seb.dk. For persons in Denmark, the Danish offering
circular is also available on the home page of Matas under investor.matas.dk.
About Matas
Matas is the largest health and beauty retailer in Denmark. Since its
incorporation in 1949 as an association of independently owned stores, the
Company has developed a strong reputation for professional advice and customer
service excellence that it has leveraged to establish one of the best-known
retail chains in Denmark. Matas offers a distinctive one-stop retail concept
which serves a broad range of health, beauty, household and personal care
needs. The Company has more than 2,400 employees and in the financial year
2012/13, revenue amounted to DKK 3,200 million.
Enquiries
Terje List, CEO Matas A/S, tel +45 48 16 55 55
Soeren Vestergaard-Poulsen, CVC Capital Partners, tel +44 207 420 4200
Lars Frederiksen, Chairman, Materialisternes Invest Holding ApS tel +45 40 20
66 35
Investors:
Jesper Breitenstein, Investor Relations, tel +45 27 80 76 75
Media:
Henrik Engberg Johannsen, Information Manager, Matas A/S, tel +45 21 71 24 74
Per Bech Thomsen, Impact Communications, tel +45 31 37 31 33
This document and theinformation contained herein are not for distribution or
release, directly or indirectly, in or into the United States of America
(including its territories and possessions, any state of the United States of
America and the District of Columbia) (the 'United States'), Australia, Canada
or Japan. This communication does not constitute, or form part of, an offer to
sell, or a solicitation of an offer to purchase, any securities in the United
States, Australia, Canada or Japan or in any jurisdiction in which any offer or
solicitation would be unlawful. The securities of Matas A/S have not been and
will not be registered under the U.S. Securities Act of 1933 (the 'Securities
Act') and may not be offered or sold within the United States absent
registration or an applicable exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act.
This communication is an advertisement and not a prospectus for the purpose of
directive 2003/71/EC as amended (together with any applicable implementing
measures in any member State, the 'Prospectus Directive'). A prospectus to be
prepared pursuant to the Prospectus Directive is intended to be published,
which, when published, can be obtained from Matas A/S with certain limitations.
Investors should not purchase or otherwise acquire any securities referred to
in this communication except on the basis of information contained in a
prospectus.
In any EEA Member State, other than Denmark, 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.
This communication is only directed at (i) persons who are outside the United
Kingdom or (ii) to investment professionals falling within Article 19(5) of the
U.K. Financial Services and Markets Act 2000 (Financial Promotion) Order 2005
(the 'Order') or (iii) high net worth entities falling within Article 49(2)(a)
to (d) of the Order or (iv) other persons to whom it may lawfully be
communicated (the persons described in (i) through (iv) above together being
referred to as 'relevant persons'). The securities are only available to, and
any invitation, offer or agreement to purchase or otherwise acquire such
securities will be engaged in only with, relevant persons. Any person who is
not a relevant person should not act or rely on this document or any of its
contents.
Stabilisation/FCA
The Joint Global Coordinators and Joint Bookrunners and the Co-lead Managers
and their affiliates are acting exclusively for Matas A/S and the selling
shareholders and no-one else in connection with the contemplated IPO. They will
not regard any other person as their respective clients in relation to the
contemplated IPO and will not be responsible to anyone other than Matas A/S and
the selling shareholders for providing the protections afforded to their
respective clients, nor for providing advice in relation to the contemplated
IPO, the contents of this communication or any transaction, arrangement or
other matter referred to herein.
In connection with the contemplated IPO, the Joint Global Coordinators and
Joint Bookrunners and the Co-lead Managers 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 Matas A/S or related
investments in connection with the contemplated IPO 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, acquisition,
placing or dealing by, such Joint Global Coordinators and Joint Bookrunners and
the Co-lead Managers and any of their affiliates acting as investors for their
own accounts. The Joint Global Coordinators and Joint Bookrunners and the
Co-lead Managers do not intend to disclose the extent of any such investment or
transactions otherwise than in accordance with anylegal or regulatory
obligations to do so.
Matters discussed in this communication may constitute forward-looking
statements. Forward-looking statements are statements (other than statements of
historical fact) relating to future events and anticipated or planned financial
and operational performance and can be identified by words such as 'targets',
'believes', 'expects', 'aims', 'intends', 'plans', 'seeks', 'will', 'may',
'might', 'anticipates', 'would', 'could', 'should', 'continues', 'estimate' or
similar expressions. The forward-looking statements in this communication are
based upon various assumptions, many of which are based, in turn, upon further
assumptions. Although Matas A/S 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
communication 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.
Click on, or paste the following link into your web browser, to view the associated documents
https://newsclient.omxgroup.com/cds/DisclosureAttachmentServlet?messageAttachmentId=435897
News Source: NASDAQ OMX
13.06.2013 Dissemination of a Corporate News, transmitted by DGAP -
a company of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
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Language: English
Company: Matas A/S
Dänemark
Phone:
Fax:
E-mail:
Internet:
ISIN: DK0060497295
WKN:
End of Announcement DGAP News-Service
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