Dometic Group AB (publ) intends to carry out a directed share issue to raise proceeds of approximately SEK 3 billion
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION IN THE UNITED STATES, THE UNITED KINGDOM, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURE IN ACCORDANCE WITH APPLICABLE LAW.
Dometic Group AB (publ) (“Dometic” or the “Company”) intends to carry out a directed share issue to Swedish and international institutional investors to raise proceeds of approximately SEK 3 billion (the “Directed Issue”) for the purpose of financing corporate acquisitions. The price and the total number of new shares in the Directed Issue will be determined through an accelerated book building procedure. The Company has retained Nordea Bank Abp, filial i Sverige and SEB (together, the “Joint Global Coordinators”) to evaluate the possibilities to conduct the Directed Issue. To reflect the solid and accelerating acquisition agenda, Dometic’s Board of Directors has resolved to amend the Group’s Leverage target.
The book building procedure will start immediately following this announcement. The Directed Issue is, among other things, subject to resolution by the Board of Directors, based on the authorization granted by the Annual General Meeting on April 13, 2021. The timing for closing of the book building, alongside pricing and allocation of the new shares, is at the discretion of the Board of Directors and is expected to take place before the beginning of trading on Nasdaq Stockholm at 09.00 CEST on June 2, 2021. The Board of Directors can at any moment decide to terminate the book building and refrain from conducting the Directed Issue. The Company will announce the outcome of the Directed Issue in a press release following closing of the book building.
The net proceeds from the Directed Issue will be used to finance potential future corporate acquisitions and the reasons for the deviation from the shareholders’ preferential right are to implement a capital increase for such purpose in a timely and cost-effective manner, while at the same time further diversifying the Company’s shareholder base with Swedish and international institutional investors. In connection with the Directed Issue, the Company has committed to the Joint Global Coordinators not to issue any shares or other share related securities during a lock-up period of 180 days. The lock-up is subject to certain exceptions, including the right for the Company to issue shares in connection with corporate acquisitions.
“Our strategy for profitable expansion in Mobile Living is built on a combination of organic and acquisitive growth. In 2021 Dometic has already announced five acquisitions and our pipeline of potential future acquisitions remains strong. Dometic intends to use the proceeds from the directed share issue to finance a continued high activity in this area to create further value for our shareholders” says Juan Vargues, President and CEO of Dometic.
To reflect the solid and accelerating acquisition agenda, Dometic’s Board of Directors has also decided to update the Group Leverage target (Net Debt / EBITDA)[1] over a business cycle to around 2.5x, which is in line with the average of the last five years, from the previous around 2x. However, the leverage can temporarily, for example in conjunction with an acquisition, exceed the target level. All other financial targets remain unchanged.[2]
FOR FURTHER INFORMATION, PLEASE CONTACT:
Rikard Tunedal, Head of Investor Relations
Phone: +46 73 056 97 35
Email: rikard.tunedal@dometic.com
This information is information that Dometic Group AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 17:31 CEST on June 1, 2021.
IMPORTANT INFORMATION
This announcement is not being made in and copies of it may not be released, distributed or published or sent into the United States, the United Kingdom, Canada, Australia, South Africa or Japan or any other jurisdiction in which the release, distribution or publication would be unlawful or require registration or any other measure in accordance with applicable law.
The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or any U.S. state securities laws and may not be offered or sold in the United States absent registration or an exemption from registration thereunder. Dometic Group AB (publ) does not intend to register any of the securities in the United States or to conduct a public offering of the securities in the United States.
This communication does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Company’s shares. Any investment decision in connection with the Directed Issue must be made on the basis of all publicly available information relating to the Company and the Company’s shares. Such information has not been independently verified by the Joint Global Coordinators. The information contained in this communication is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this communication or its accuracy or completeness.
This communication does not constitute a recommendation concerning any investor’s option with respect to the Directed Issue. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of publicly available information. The price and value of securities can go down as well as up. Past performance is not a guide to future performance.
This communication and offering are only addressed to and directed at persons in member states of the European Economic Area (the “EEA”) who are “Qualified Investors” within the meaning of Article 2 (e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”). 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 Qualified Investors. This communication should not be acted upon or relied upon in any member state of the EEA by persons who are not Qualified Investors.
This communication does not constitute an offer of the securities to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the securities. In the United Kingdom, this communication is being distributed to and is directed only at “Qualified Investors” within the meaning of Article 2 (e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”) (the “UK Prospectus Regulation”), who are (i) investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) 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 together being referred to as “Relevant Persons”). Any investment activity to which this communication relates will only be available to and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.
The Joint Global Coordinators, which are authorised by the Prudential Regulation Authority ("PRA") and regulated in the United Kingdom by the PRA and the Financial Conduct Authority ("FCA"), are acting exclusively for the Company and no one else in connection with the Directed Issue. The Joint Global Coordinators will not regard any other person (whether or not a recipient of this communication) as a client in relation to the Directed Issue and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for the giving of advice in relation to the Directed Issue or any transaction, matter or arrangement referred to in this communication.
[1] Net debt excluding pensions and accrued interest in relation to EBITDA before items affecting comparability and including acquisitions proforma. Any cash deposits with tax authorities are treated as cash in leverage calculation. For additional information on alternative performance measures, definitions and key ratios, please refer to www.dometic.com/en/se/about-us/investors/financial-data/definitions.
[2] The Company’s financial targets are available at www.dometic.com/en/se/about-us/investors/financial-targets.
ABOUT DOMETIC
Dometic is a global market leader in branded solutions for mobile living in the areas of Food & Beverage, Climate, Power & Control and Other Applications. Dometic operates in the Americas, EMEA and Asia Pacific, providing products for use in recreational vehicles, trucks and premium cars, pleasure and workboats, and for a variety of other uses. Our motivation is to create smart and reliable products with outstanding design. We sell our products in approximately 100 countries and we have a global distribution and dealer network in place to serve the aftermarket. Dometic employs approximately 6,500 people worldwide, had net sales of more than SEK 16.2 billion in 2020 and is headquartered in Stockholm, Sweden.
For more information on Dometic, please visit: http://www.dometic.com.