30 November 2016
Not for disclosure, distribution or publication, directly or indirectly, in or into the US, Australia, Canada or Japan.
Arcus ASA (publ) is listed on the Oslo Stock Exchange (ticker ARCUS) and the first day of trading will be 1 December 2016. Arcus will carry out a full issue of new shares according to the offering and Ratos and other shareholders will sell existing shares, to enable a more diversified ownership. The final price under the offering has been set at NOK 43 per share. Ratos's holding after the IPO amounts to 30%. If the Green Shoe option is exercised in full, Ratos's holding will be reduced to 21%. Ratos's exit gain amounts to approximately SEK 1.4 billion, corresponding to an annual average return (IRR) of 30% and a money multiple of 5.6x in SEK (6.1x in NOK).
- The price under the Offering has been set at NOK 43 per share, which corresponds to a market value of the total number of shares in Arcus amounting to approx. NOK 2.9 billion.
- Arcus will issue 18,023,255 new shares in connection with the Offering, which will generate gross proceeds for Arcus totalling NOK 775m. The total number of shares outstanding after the IPO is 68,023,255.
- Ratos has divested 21,125,454 shares for a total value of SEK 900m.
- Moreover, Ratos has issued a Green Shoe option for up to 6,502,909 shares, corresponding to 15% of the total number of shares included in the Offering and approximately 10% of the total shares in the company. The Green Shoe option can be exercised within 30 calendar days after the first trading day. Ratos has committed itself to not sell additional shares in Arcus (except for a possible exercising of the Green Shoe option) for a period of 180 days after the first day of trading.
- The Offering has been oversubscribed many times. All investors who have applied to acquire shares through the reatil offering have been granted shares. The first day of trading in Arcus shares on the Oslo Stock Exchange is 1 December 2016.
Mikael Norlander, Investment Director Ratos, comments: "There has been significant interest in the listing from both private individuals and institutions in Norway and internationally, which is positive and lays the foundation for a good start for Arcus as a listed company. During eleven years of ownership, Arcus has developed from a predominantly local Norwegian spirits producer into the Nordic region's leading supplier of wines and spirits, and we now look forward to continuing our strong owner commitment in cooperation with all the new shareholders."
Financial effects for Ratos Ratos's exit gain in conjunction with the listing amounts to approximately SEK 1.4 billion corresponding to an annual average return (IRR) of 30%. Thereby Ratos has received a money multiple of approximately 5.6x in SEK (6.1x in NOK). As a result of the transaction, Arcus will change from a subsidiary to an associate company in the Ratos Group. The entire holding will be remeasured, based on the listing price, in accordance with IFRS. Therefore, the exit gain will include both the realised value of sold shares and the increase in value following revaluation of the shares retained.
Advisors and additional information ABG Sundal Collier ASA and Skandinaviska Enskilda Banken AB (publ), Oslo branch are acting as Joint Global Coordinators and Joint Bookrunners in conjunction with the Offering. Carnegie AS is acting as Joint Bookrunner. Law Firm Wiersholm AS is acting as legal advisor to the Company and the selling shareholders. Law Firm Thommessen AS is acting as legal advisor to the Joint Global Coordinators and Joint Bookrunners.
For further information, please contact:
Mikael Norlander, Investment Director, Ratos, +46 08 700 17 24 Elin Ljung, Head of Corporate Communications, Ratos, +46 8 700 17 20 Per Bjørkum, Head of Communications, Arcus, +47 922 55 777
IMPORTANT NOTICE Neither this press release, nor information contained therein, can be disclosed, distributed or published, wholly or partially, in the US, Australia, Canada or Japan or any other jurisdiction where such a measure would be in breach of the applicable legislation. Publication, distribution and disclosure of this press release can be subject to legal restrictions in certain jurisdictions and persons who receive documents and other information related to its content, must inform themselves of and follow such restrictions. Measures conflicting with the restrictions can be considered to infringe applicable securities legislation in such jurisdictions.
This press release does not contain, and is not composed of, any offering related to securities issued by Arcus ASA ("the securities") to any person or to any jurisdiction. The securities have not been registered, and will not be registered according to the United States Securities Act from 1933 in its current wording ("Securities Act"), and as they are not registered they must not be offered or sold in the US, except in the case of an application exemption, according to the requirements of the Securities Act, or through a transaction that does not comply with the requirements of the Act, and in accordance with the securities legislation in the relevant US federal state. Arcus ASA does not intend to register the securities in the US or carry out a public offering of securities in the US.
An offering regarding the securities will only be disclosed through a prospectus, which has been prepared by Arcus ASA. This press release is not composed of a prospectus in accordance with the Directive 2003/71/EG (together with the applicable implementation measures in the member states of the European Economic Area (EEA) referred to below as "the Prospectus Directive"). Investors should not subscribe or acquire securities in another way than through the information contained in the prospectus. When the prospectus is published it will be available at Arcus ASA's head office, and also on the company's home page, albeit with certain restrictions.
This press release is aimed solely at qualified investors, according to the definition in the Prospectus Directive, in other member states of the European Economic Area (EEA) besides Norway, which has implemented the Prospectus Directive, i.e. only to investors who can participate in the offering without needing approval of the prospectus in the applicable member state (including passporting).
This press release may only be distributed to and is aimed only at persons in the United Kingdom who are (i) professional investors who are covered by Article 19(5) in the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, in its current wording ("the Order") or (ii) so called high net worth entities , or other persons to whom this press release may be legally communicated, who are covered by Article 49(2)(a) to (d) in the Order (all such persons will be called "relevant persons"). A person who is not defined as relevant may not act or rely on this press release. All investments and investment activities, that this press release relates to, are only applicable to, and will only be aimed at, relevant persons. Persons that forward this press release must ensure themselves that it is allowed to be done.
This press release can contain certain future-oriented information. Future-oriented information is information that is not based on historical fact and is distinguished by words such as "believes", "aims", "expects", "predicts", "relates", "estimates", "will", "can", "continues", "should" and similar expressions. Future-oriented information is information based on a number of assumptions, of which, in turn, many are based on a range of additional assumptions. Even if Arcus ASA is of the belief that these assumptions were reasonable when they were made, they are, by their nature, inherent with known as well as unknown significant risks, uncertainties, possibilities and other important factors that are difficult or impossible to predict, and that lie outside Arcus ASA's control. Such risks, uncertainties, possibilities and other important factors can imply that real circumstances deviate significantly from what was explicitly or implicitly communicated through future-oriented information in this press release.
The offering can be influenced by a number of uncertainties, for instance, market conditions, and there can be no guarantee that the offering will be completed or that the listing will be carried out.
Certain amounts in this document, including financial information, have been rounded off. Consequently, it may arise that certain figures and percentage changes within the document, do not exactly correspond to the specified total amount.
This information, the statements and the future-oriented information included in this press release, are only valid on this day and can be changed without warning.
Financial calendar from Ratos:
Year-end report 2016 17 February 2017
Ratos is an investment company that owns and develops unlisted medium-sized companies in the Nordic countries. Our goal as an active owner is to contribute to long-term and sustainable business development in the companies we invest in and to make value-generating transactions. Ratos's portfolio consists of 20 medium-sized Nordic companies and the largest segments in terms of sales are Construction, Industrials and Consumer goods/Commerce. Ratos is listed on Nasdaq Stockholm and has a total of approximately 15,500 employees.
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