Capacent publishes information memorandum with regards to the distribution of shares ahead of listing on Nasdaq First North

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, SWITZERLAND, SINGAPORE, SOUTH AFRICA OR ANY OTHER JURSIDICTION WHERE SUCH ACTION IS WHOLLY OR PARTIALLY SUBJECT TO LEGAL RESTRICTIONS.

With regards to the distribution of shares ahead of listing on Nasdaq First North (”First North”), Capacent Holding AB (publ) (”Capacent” or the”Company”) has today published an information memorandum that is available on the Company’s website www.capacent.se and on Mangold Fondkommission AB’s (”Mangold”) website www.mangold.se.

After the announcement on August 24, 2015 regarding the intention of a listing on Nasdaq First North, Capacent’s Board of Directors has decided to carry out a distribution of shares through the sale of existing shares and to apply for listing of the Company’s shares on the market place First North. The offering comprises 370,370 shares for a value of approximately 10 MSEK that are offered to the public and selected institutional investors in Sweden for a price of 27 SEK per share (the “Offering”). Sellers are Primelog Holding AB (whose main shareholders are the Sixth AP Fund and Arvid Svensson Invest AB) and A-Com AB (the “Sellers”). In the case of oversubscription, the Sellers are entitled to, in consultation with Mangold and the Company’s Board of Directors, decide upon the sale of an additional 333,333 shares for a value of approximately 9 MSEK (the “Over-allotment option”).

The Offering in short

  • The Offering comprises 370,370 shares to a price of 27 SEK per share and is directed to the public and selected institutional investors in Sweden.
  • The Sellers of the shares in the Offering are Primelog Holding AB (whose main shareholders are the Sixth AP Fund and Arvid Svensson Invest AB) and A-Com AB. The remaining shareholders do not intend to sell shares.
  • In the case of oversubscription the Sellers are entitled to, in consultation with Mangold and the Company’s Board of Directors, sell an additional 333,333 shares.
  • The application period will commence on September 7, 2015 and last until September 18, 2015.
  • Preliminary first day of trading on First North is October 2, 2015.

Edvard Björkenheim, CEO at Capacent: Nordic companies need to develop their competitiveness even quicker in a world that is constantly changing. Our task is to help them. We want to take both Capacent and our ability to support our clients to a new level.

Through the listing, we get the opportunity to develop the company through increased visibility on the market, greater ability to attract and retain top consultants while also getting a currency for acquisitions - all of which are necessary for our continued profitable growth

Background and rationale for the Offering

Capacent is a Nordic management consulting firm that drives change with the objective to improve companies’ profitability and cash flow. With a wide range of services and approximately 100 employees at four offices in Sweden and Finland, Capacent has a strong position on the Nordic market. Capacent (formerly ABB Financial Consulting and Capto Financial Consulting) has been operating since 1990. Initially, the Company focused on services within financial advisory, but has lately purposefully widened its range of services. This has been done both organically and through acquisitions of specialized companies with a long and successful history.

Capacent intends to continue its growth, both organically and through acquisitions. The Company therefore intends to carry out a listing of its existing shares on First North during the fall of 2015. In order to have enough qualified investors ahead of the listing, the Company is now carrying out a distribution of shares through the sale of existing shares. The purpose of the listing of Capacent’s shares is to further build the Company’s strong profile on the market as well as facilitate future acquisitions. The listing also enables a long-term incentive program, whereby employees within the Company buy Capacent shares on the market for an allocated cash bonus payment.

The Offering

With regards to the decision of Capacent’s Board of Directors to apply for trading of the Company’s shares on First North, the Board of Directors and the Sellers have decided to carry out a distribution of shares in Capacent by selling a total of 370,370 shares in the Company, directed to the public and selected institutional investors in Sweden.

Primelog Holding AB and A-Com AB will sell 322,661 and 47,709 shares, respectively, in connection with the Offering. Remaining shareholders do not intend to sell shares. The value of the shares that are for sale amounts to 9,999,990 SEK. To cover a possible oversubscription, Primelog Holding AB and A-Com AB are via the Over-allotment option entitled to sell an additional 285,624 and 47,709 shares, respectively, for a total value of 8,999,991 SEK. At full subscription in the Offering the Sellers will remain as owners of shares and votes representing 20.5 percent of the Company. In the case of a fully subscribed Over-allotment option the Sellers will remain as owners of shares and votes representing 7.9 percent of the Company. Given full subscription in the Offering, as well as the Over-allotment option, the value of the sold shares amounts to 18,999,981 SEK. The sale of existing shares is carried out at a price of 27 SEK per share.

Preliminary time schedule for the Offering

Application period September 7-18, 2015
Preliminary date for announcement of the outcome of the Offering September 22, 2015
Preliminary first day of trading October 2, 2015

Information memorandum

In connection with the Offering, an information memorandum has today been published and is available on Capacent’s website www.capacent.se and on Mangold’s website www.mangold.se.

Advisers

Mangold Fondkommission AB acts as financial adviser and Advokatfirman Lindahl KB acts as legal adviser to the Company in connection with the Offering. Mangold Fondkommission AB will act as the Company’s Certified Adviser.

For more information, please contact:

Edvard Björkenheim, CEO                                Joakim Hörwing, CFO
edvard.bjorkenheim@capacent.se                   joakim.horwing@capacent.se
Phone: +46 76 001 58 01                                   Phone: +46 70 558 53 76

Short about the Company:

Capacent is a Nordic management consulting firm focusing on improving companies’ profitability and cash flow. With its broad service offering and some 100 employees located at four offices in Sweden and Finland, Capacent holds a strong position in the Nordic market. Capacent’s trademark is its strong focus on implementation and results.

IMPORTANT NOTICE

The offer is not intended for persons residing in the United States, Australia, Hong Kong, Japan, Canada, Switzerland, Singapore, South Africa or any other jurisdiction where participation would require a prospectus, registration or other measures than those required by Swedish law.

This press release may consequently not be published or distributed, directly or indirectly, in or into the United States, Australia, Hong Kong, Japan, Canada, Switzerland, Singapore, South Africa or any other jurisdiction where such action is wholly or partially subject to legal restrictions. The information in this press release may not be forwarded, reproduced or shown in a way that is in conflict with such restrictions. Failure to follow this instruction may constitute a violation of the U.S. Securities Act of 1933 or applicable laws in other jurisdictions.

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Quotes

Nordic companies need to develop their competitiveness even quicker in a world that is constantly changing. Our task is to help them. We want to take both Capacent and our ability to support our clients to a new level. Through the listing, we get the opportunity to develop the company through increased visibility on the market, greater ability to attract and retain top consultants while also getting a currency for acquisitions - all of which are necessary for our continued profitable growth
Edvard Björkenheim, CEO, Capacent