Major Shareholder Announcement regarding Nordic Waterproofing Holding A/S
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE SUBJECT TO LEGAL RESTRICTIONS
It is hereby announced that Nordic Waterproofing Holding A/S (the "Company"), Danish company registration number 33 39 53 61, in connection with the initial public offering of the Company, has received following notifications according to the Danish Securities Act section 29 regarding the existing direct and indirect major shareholders’ holding of shares in the Company. The information contained in this press release is based on a share capital of the Company amounting to DKK 23,116,051, which excludes the issuance of 967,884 shares as a result of the warrant exercise, expected to occur on 14 June 2016.
Axcel IV K/S (Danish company registration number 32 90 65 16), Axcel IV K/S 2 (Danish company registration number 33 42 65 69), AX Management Invest K/S (Danish company registration number 32 90 66 72) and AX Management Invest II K/S (Danish company registration number 32 90 66 56), have informed the Company of an agreement to sell, respectively, the following number of shares in the Company (each share having one vote) 7,087,872 shares (including 987,178 shares, lent to the Carnegie Investment Bank AB (publ) as part of share lending arrangement to facilitate the settlement of the overallotment option forming part of the initial public offering (the "Over Allotment Option")), 5,632,319 shares (of which 784,453 shares are lent pursuant to the Over Allotment Option), 132,295 shares (of which 18,426 shares are lent pursuant to the Over Allotment Option) and 376,969 shares (of which 52,503 shares are lent pursuant to the Over Allotment Option)in the Company (each share having one vote).
Further, Axcel IV K/S has temporarily transferred 945,964 shares, corresponding to approximately 4.09 percent of the total outstanding share capital and the attached voting rights in the Company, to certain employee shareholders. The reason for the transfer of these shares is a share loan arrangement to certain employees of the Company put in place to allow the settlement of shares sold by said employees in connection with the initial public offering of the Company. The shares are expected be redelivered on 14 June 2016, which therefore constitute a notifiable financial instrument corresponding to 4.09 percent of the total outstanding share capital and the attached voting rights in the Company.
In addition, Axcel IV K/S, Axcel IV K/S 2, AX Management Invest K/S and AX Management Invest II K/S, after the above mentioned disposals of shares, the entities will directly hold respectively 2,990,780 shares (of which 945,964 shares represent a financial instrument), 2,376,599 shares, 55,823 shares and 159,064 shares (each share having one vote), corresponding to approximately 12.94 percent (of which 8.85 percent relates to a direct holding of share capital and voting rights and 4.09 percent relates to financial instruments), 10.28 percent, 0.24 percent and 0.69 per cent respectively of the total outstanding share capital and the voting rights of the Company.
Axcel Management A/S (Danish company registration number 28 30 18 55), in its capacity as advisor to Axcel IV K/S, Axcel IV K/S 2 and AX Management Invest II K/S, has received authority to discretionarily exercise the voting rights attached to the shares owned by the aforementioned companies. Axcel Management A/S is controlled by AXIII MP Holding ApS (Danish company registration number 28860986), in turn controlled by AXIII MPH Invest ApS (Danish company registration number 28857314). The combined total amount of voting rights, following the sale, is 5,526,443 (of which 945,964 shares represent a financial instrument), corresponding to 23.91 percent of the total votes in the Company (of which 19.82 per cent relates to a direct and indirect holding of voting rights and 4.09 percent relates to financial instruments), following the abovementioned transactions.
KIRKBI Invest A/S (Danish company registration number 31 15 98 30, controlled by KIRKBI A/S, which is controlled by Kjeld Kirk Kristiansen) (“KIRKBI”) has informed the Company that KIRKBI has agreed to sell 2,333,432 shares (of which 324,994 shares are lent pursuant to the Overallotment Option) in the Company (each share having one vote), corresponding to approximately 10.09 percent of the total outstanding share capital of the Company. Hereinafter, KIRKBI holds 984,608 shares in the Company, corresponding to approximately 4.26 percent of the total outstanding share capital and votes in the Company.
Carnegie Fonder AB (Swedish company registration number 556266-6049) has undertaken to acquire 1,324,616 shares in the Company, such that its ownership of the Company following completion of the offering will amount to a direct holding of approximately 5.73 percent of the shares and voting rights in the Company. Carnegie Fonder AB is controlled by C Asset Management Partners AB (Swedish company registration number 559035-5920), in turn controlled by C Asset Management Partners Holding I AB (company registration number 559035-5995).
The information in this press release is disclosed by Nordic Waterproofing Holding A/S in accordance with the Swedish Securities Markets Act and/or the Swedish Financial Instruments Trading Act.
The information was submitted for publication at 11.15 a.m. CET, on 10 June 2016.
For further information, please contact:
Anders Antonsson, investor relations
Telephone: +46 709 99 49 70
Nordic Waterproofing, in its current form, was established in 2011 by Axcel, by means of a merger of the Swedish and Danish waterproofing subsidiaries of Trelleborg AB’s and Lemminkäinen Oy's roof installation businesses. Today, Nordic Waterproofing is one of the leading providers on the waterproofing market in northern Europe. The Company provides high-quality products and solutions for waterproofing in Sweden, Finland, Denmark, Norway, Belgium, the Netherlands, Poland, the United Kingdom and Germany. In Finland and in Denmark, through part-owned franchise companies, the Company also provides installation services. The Company markets its products and solutions under nine brands, all with long heritage, most of which are among the most established and well-recognized brands in waterproofing in their respective markets, such as Mataki, Trebolit, Phønix Tag Materialer, Kerabit, Nortett and SealEco.
For more information about Nordic Waterproofing, visit www.nordicwaterproofing.com