Listing of Actic on Nasdaq Stockholm

Actic Group AB (publ) (“Actic” or the “Company”), a North European fitness club operator focusing on the markets in Sweden, Norway and Germany, and with a presence in Finland and Austria, has decided to list the Company’s shares on Nasdaq Stockholm (the “Offering”). The prospectus for the Offering will be published today and the first day of trading is expected to be around 7 April 2017.

Not for disclosure, distribution or publication, directly or indirectly, in or into the US, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or Singapore.

  • The price per share in the Offering is SEK 50.50, corresponding to a value of the total number of outstanding shares in Actic upon completion of the listing of approximately SEK 803 million.
  • The Offering comprises 8,613,860 shares, of which 5,346,534 are newly issued shares offered by the Company and 3,267,326 are shares offered by Actic International S.à.r.l. (the “Principal Owner”) which is owned by the IK 2007 Fund.
  • The newly issued shares are expected to provide the Company with gross proceeds of approximately SEK 270 million before deduction of costs related to the Offering. The Company intends to use the proceeds to repay certain outstanding loans and thereby decrease the Company’s indebtedness, which creates a financial flexibility and enables continued acquisitions.
  • In order to cover possible overallotments, the Principal Owner has further undertaken to sell additional shares corresponding to a maximum of 15 percent of the number of shares comprised by the Offering (the “Over-Allotment Option”), entailing a maximum of 1,287,128 shares.
  • Given full exercise of the Over-Allotment Option, the Offering will comprise 9,900,988 shares, corresponding to approximately 62 percent of the total number of shares outstanding in the Company after completion of the Offering.
  • Athanase Industrial Partner, Swedbank Robur and Fjärde AP-fonden (the “Cornerstone Investors”) have committed, subject to certain conditions, to acquire shares corresponding in total to approximately 31 percent of the total number of shares in the Offering (given full exercise of the Over-Allotment Option), which corresponds to approximately 19 percent of the total number of shares in the Company after completion of the Offering.
  • A prospectus will be published today on Actic’s website and SEB’s website for prospectuses, as well as on Nordnet’s website on 29 March 2017.
  • The first day of trading is expected to be around 7 April 2017.

Christer Zaar, President and Chief Executive Officer, comments:

“I would like to convey my sincerest gratitude to all the employees who have contributed to the company’s success over the past few years. The stock exchange listing, which will result in increased recognition of our brand and offering, among other benefits, comprises a key milestone in the company’s development. Actic’s management anticipates further strengthening of market positions through new establishments and acquisitions, in parallel with the continuous development of our offering to our members.”

Erik Lautmann, Chairman of the Board, comments:

“Actic has a track record of growth, good profitability and ability to generate cash flow. The company has every possibility of continuing on its established path. The Board believes the time has come for a stock exchange listing and looks forward to continuing to develop and expand the company as a listed entity.”

Kristian Carlsson Kemppinen, Partner at IK Investment Partners and advisor to the IK 2007 Fund, comments:

“Under the ownership of the IK 2007 Fund, Actic has grown, both organically and through strategic acquisitions, into one of the leading companies in the Nordic gym market. We believe that Actic has reached the appropriate time to diversify ownership with the aim of promoting the company’s future development and expansion.”

Stefan Charette, Chief Executive Officer of Athanase Industrial Partner, comments:

"Actic is a well-managed company with a strong focus on a high quality customer proposition, strategic partnerships and growth. The company has expanded in a consistent way and Athanase Industrial Partner is looking forward to becoming one of the larger shareholders in the planned IPO. Athanase will actively support the company, also through board representation, in its future development and expansion."

Financial targets and dividend policy

Actic has adopted the following medium-term financial targets:

  • Growth: Average yearly organic growth of at least 5 percent, with additional growth from acquisitions.
  • Profitability: Adjusted EBITDA margin of more than 20 percent in the medium term.
  • Capital structure: Net debt/adjusted EBITDA ratio below 3.0x in the medium term.
  • Dividend policy: A dividend rate of 30 to 50 percent of annual net income. However, decisions pertaining to future dividends must take into consideration the Company’s financial position, cash flows and future prospects.

Cornerstone Investors

The Cornerstone Investors have, subject to certain conditions, undertaken to acquire shares corresponding in total to approximately 31 percent of the total number of shares in the Offering (given full exercise of the Over-Allotment Option), which corresponds to 19 percent of the total number of outstanding shares in the Company after completion of the Offering. The Cornerstone investors are Athanase Industrial Partner (7.5 percent of the total number of outstanding shares in the Company after completion of the Offering), Swedbank Robur (6.0 percent) and Fjärde AP-fonden (5.8 percent). As part of the agreement with Athanase Industrial Partner, the Principal Owner has undertaken to vote in favour of Stefan Charette, representative of Athanase Industrial Partner, being elected as board member of the Company at the annual shareholders’ meeting of the Company to be held on 11 May 2017.

Background and reasons for the Offering

Since 2012, Actic has been owned by the IK 2007 Fund through Actic International S.à.r.l. In order to facilitate Actic’s continued growth and development, Actic and the Principal Owner believe the next natural step to promote Actic’s continued development and expansion is a stock exchange listing. Actic is expected to benefit from the listing in terms of more diverse ownership in the Company, which will provide access to Swedish and international capital markets. The listing is expected to increase recognition of the Company’s brand and offering, and thereby strengthen its market position and continued growth.

Prospectus

A prospectus, containing the Offering’s complete terms and conditions, will be published today on Actic’s website (www.acticgroup.com) and SEB’s website for prospectuses (www.sebgroup.com/prospectuses) as well as on Nordnet’s website (www.nordnet.se) on 29 March 2017. Applications can be made through SEB’s internet banking service and Nordnet’s internet service. The first day of trading in the Company’s shares is expected to be around 7 April 2017.

Preliminary timetable

Application period for the general publicApplication period for institutional investors 29 March-5 April 201729 March-6 April 2017
First day of trading on Nasdaq Stockholm 7 April 2017
Settlement date 11 April 2017

Advisors

SEB is acting as Global Coordinator and Joint Bookrunner. Carnegie and DNB Markets are acting as Joint Bookrunners. Vinge is legal adviser to Actic. White & Case is legal adviser to the Global Coordinator and Joint Bookrunners.

For more information, please contact:

Niklas Alm, Head of Investor Relations, Actic

Telephone: + 46 708 24 40 88

Email: niklas.alm@actic.se

Mikaela Hedborg, Communications Manager, IK Investment Partners

Telephone: +44 77 87 573 566

Email: mikaela.hedborg@ikinvest.com

About Actic

Actic (formerly Nautilus Gym) was founded in 1981 and launched the Gym & Swim club concept. The company began its international expansion in 1995 and as per 31 December 2016, Actic had 166 facilities and about 211,000 members in five countries. Actic’s main markets are Sweden, Norway, Finland as well as Germany and Austria. Actic is one of Sweden’s leading operators and operated

118 clubs in Sweden as of 31 December 2016.

In Actic’s business model the majority of Actic’s facilities are located at a public swimming hall with access to swimming included in the Actic membership. Actic operates four types of facilities. Full-service clubs, with gym and swimming facilities operated by Actic’s own personnel; Gym & Swim clubs, where the fitness facilities are operated by Actic and the swimming facility is operated by an external partner; Stand-alone clubs, where Actic’s personnel exclusively operate fitness facilities and In-house clubs, where the fitness and pool facilities are operated by external personnel.

Actic offers a well-established exercise method known as high-intensity training (HIT) and offers its members personal training programmes including follow-up sessions with trained instructors. Together with swimming, this forms the core of Actic’s offering and differentiates the Company in the market. The range of exercise options is extensive and includes strength training, group classes and personal training (PT), which attracts a broad target group that builds up successful clusters of Gym & Swim clubs as well as Stand-alone clubs in the Nordics and Germany. Actic’s vision is to create a healthier society by attracting a broad target group and thereby expanding the market. The facilities engage in the local community to contribute to a healthier society. Actic, which has its head office in Solna, Stockholm, has approximately 700 full-time equivalent employees and had net sales of SEK 802 million in 2016. Actic is led by its President and CEO Christer Zaar.

Strengths and competitive advantages

  • Distinct Gym & Swim club concept
  • An added-value offering that appeals to a wider target group
  • Strong position in small to mid-sized towns
  • Strong local positions attained through cluster strategy
  • Partnerships with municipalities
  • Flexible operational model with low risk profile

About IK Investment Partners

IK Investment Partners (“IK”) is a Pan-European private equity firm focused on investments in the Nordics, DACH region, France, and Benelux. Since 1989, IK has raised more than EUR 9 billion of capital and invested in over 100 European companies. IK funds support companies with strong underlying potential, partnering with management teams and investors to create robust, well positioned businesses with excellent long-term prospects. For more information, visit www.ikinvest.com.

Athanase Industrial Partner

Athanase Industrial Partner (“Athanase”) is a value investor that adds an ownership focus to its investments through board representation. The Athanase Industrial Partner team have a long tradition as active owners in listed companies. Athanase was founded in 2014 by Stefan Charette, former chief executive officer of, for example, Creades, Öresund and Custos. Athanase’s investors include Swedish and international institutions.

Swedbank Robur

Swedbank Robur is one of Scandinavia’s largest fund managers and a wholly owned subsidiary of Swedbank. Swedbank Robur offers savings alternatives for retail and institutional clients through mutual funds and discretionary asset management.

Fjärde AP-fonden

Fjärde AP-fonden (the Fourth Swedish National Pension Fund) is a Swedish government authority with the mission of contribution to the stability of the retirement pension system through the management of the fund capital to the highest possible return with low risk. The fund is focused on creating long-term returns through active management and at the end of 2016 the fund had SEK 334 billion under management.

Important information

This announcement does not contain or constitute an offer to sell or a solicitation of any offer to buy or subscribe for any shares or securities in the Company.

This announcement has not been distributed, and will not be distributed or by other means released in the United States, Australia, Canada, Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures.

This material does not comprise an offer for sale of securities in the United States. Securities may not be offered for sale or sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The Company does not intend to register any part of the Offering in the United States or to conduct a public offering of the securities in the United States. Any securities sold in the United States will be sold only to qualified investors (as defined in Rule 144A under the Securities Act) pursuant to Rule 144A.

This announcement is an advertisement and is not a prospectus for the purposes of Directive 2003/71/EC (this directive, together with any amendments therein and any applicable implementing measures in any Member State under this directive, is hereinafter referred to as the “Prospectus Directive”). A prospectus prepared pursuant to the Prospectus Directive will be published, which, when published, can be obtained from the Company. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the prospectus.

In any EEA Member State other than Sweden that has implemented the Prospectus Directive, this communication is only intended for 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 participate in the Offering without an approved prospectus in such EEA Member State.

This announcement is only being distributed to and is only directed at (i) persons who are outside the United Kingdom; (ii) investment professionals falling within Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as “relevant persons”). The securities are only available to, and any invitation, offer or agreement to subscribe, 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 announcement or any of its content.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are all statements that do not pertain to historical facts and events, and statements that are attributable to the future and may be identified by words such as “deem”, “assess”, “expect”, “await”, “wait”, “judge”, “assume”, “predict”, “can”, “will”, “shall”, “should or ought to”, “according to estimates”, “consider”, “may”, “plan”, “potential”, “calculate”, “as far as is known” or similar expressions suitable for identifying information that refers to future events. This applies in particular to statements referring to future results, financial position, cash flow, plans and expectations for the company’s operations and management, future growth and profitability, general economic and regulatory environment, and other circumstances which affect the company. Forward-looking statements are based on current estimates and assumptions, which are based on the company’s current intelligence. Such forward-looking statements are subject to risks, uncertainties and other factors which may result in actual results, including the company’s financial position, cash flow and profits, deviating considerably from the results which expressly or indirectly form the basis of, or are described in, the statements, or may result in expectations which, expressly or indirectly, form the basis of or are described in the statements not being met or turning out to be less advantageous compared to the results which, expressly or indirectly, formed the basis of or were described in the statements. The Company’s business is exposed to a number of risks and uncertainties which may result in forward-looking statements being inaccurate or an estimate or calculation being incorrect. Therefore, potential investors should not place undue reliance on the forward-looking statements herein and are strongly advised to read the sections of the prospectus that include a more detailed description of factors which have an effect on the company’s business and the market in which the company operates.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.

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