• news.cision.com/
  • Etib Holding II/
  • ETIB HOLDING II AB ANNOUNCES A RECOMMENDED PUBLIC CASH OFFER TO THE SHAREHOLDERS AND HOLDERS OF CONVERTIBLES IN NORDIC SERVICE PARTNERS HOLDING AB
English

ETIB HOLDING II AB ANNOUNCES A RECOMMENDED PUBLIC CASH OFFER TO THE SHAREHOLDERS AND HOLDERS OF CONVERTIBLES IN NORDIC SERVICE PARTNERS HOLDING AB

Report this content

The Offer is not being made, and this press release may not be distributed, directly or indirectly, in or into, nor will any tender of shares or convertible notes be accepted from or on behalf of holders in, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States of America, or any other jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of any tender of shares or convertible notes would contravene applicable laws or regulations or require further offer documents, filings or other actions in addition to those required under Swedish law.

Press release
29 February 2016

Etib Holding II AB[1] (“Etib Holding”), indirectly jointly owned by Beckett SEC Ltd[2] (“Beckett SEC”) and Amcon Invest ApS[3] (“Amcon”), hereby announces a recommended public cash offer (the “Offer”) to the shareholders and holders of convertible notes in Nordic Service Partners Holding AB (publ) (“NSP” or the “Company”) to acquire all outstanding A- and B-shares in NSP, as well as all convertible notes issued by the Company. NSP’s B-shares are admitted for trading on Nasdaq Stockholm, Small Cap.

The Offer in brief

  • Etib Holding offers SEK 21 in cash per A- and B-share in NSP.
  • Etib Holding offers SEK 21 in cash for each convertible note issued by NSP plus any interest accrued on the convertible note up to and including the settlement date of the Offer.
  • In total, the shares in NSP and the convertible notes issued by NSP are valued at approximately SEK 263.4 million[4] plus compensation for interest accrued on the convertible note up to and including the settlement date of the Offer.
  • The offered price for NSP’s B-shares represents a premium of

          - approximately 26.8 per cent compared to NSP’s volume-weighted average share price for B-shares of SEK 16.57 on Nasdaq Stockholm during the last six months up to and including 26 February 2016 (being the last day of trading prior to the announcement of the Offer);

          - approximately 24.6 per cent compared to NSP’s volume-weighted average share price for B-shares of SEK 16.85 on Nasdaq Stockholm during the last three months up to and including 26 February 2016; and

          - approximately 24.3 per cent compared to NSP’s closing price for B-shares of SEK 16.90 on Nasdaq Stockholm on 26 February 2016.

  • Amcon is the largest shareholder in NSP with approximately 29.2 per cent of all outstanding shares and votes in NSP and has undertaken to transfer all its shares in NSP to Etib Holding.
  • Three of NSP’s largest shareholders, Abrinvest AB, Long Term AB and Morgan Jallinder (CEO of NSP), holding in aggregate approximately 32.7 per cent of the total number of outstanding shares and votes in NSP have irrevocably undertaken towards Etib Holding to accept the Offer.
  • NSP’s board of directors’ independent committee has recommended NSP’s shareholders and holders of convertible notes to accept the Offer. The recommendation is supported by a fairness opinion provided by Erik Penser Bankaktiebolag.
  • The Offer is fully financed through a combination of equity and debt. The Offer is not conditional upon financing.
  • The acceptance period for the Offer is expected to commence on 7 March 2016 and end on 4 April 2016. Expected settlement date is 13 April 2016.


Background and reasons for the Offer

NSP is one of Sweden’s largest restaurant companies focused on quick service restaurants. NSP’s business operations generate sales of approximately SEK 900 million and include some 60 Burger King restaurants in Sweden and Denmark. Since 2014, NSP has also commenced franchise work with the KFC and TGI Friday’s restaurant chains. NSP focuses on the fast food segment of the Swedish and Danish restaurant market. The market comprises all companies focusing on offering customers ready-packaged food over-the-counter without table service.

Etib Holding considers NSP a quality company with well-known brands, a long track record of profitable growth and strong market positions. NSP has developed well in a public environment and achieved solid returns for its shareholders for some years.

However, Etib Holding believes there are opportunities and challenges ahead for NSP, which are best handled under private ownership. Through its strong financial position and deep industry knowledge, Etib Holding will support NSP in executing on its strategy, accelerate its growth trajectory and further cement its position as the leading quick serving restaurant company in its markets.

Etib Holding recognizes and places great value on NSP’s experienced management team and dedicated employees, and expects that the Offer will lead to long-term positive effects for all employees. With Etib Holding’s knowledge of NSP and current market conditions, Etib Holding does not foresee that the implementation of the offer would involve any material changes with regards to NSP’s management and employees, including their terms of employment and operations on the locations where NSP conducts business. Becoming a privately owned company will allow NSP to focus all its efforts on developing the business, which is positive for employees, customers and other stakeholders.

“As a confirmation of the attractiveness of the offer to NSP’s shareholders, it has received an unanimous recommendation by the members of NSP’s independent board committee. Their decision has been supported by a fairness opinion by Erik Penser Bankaktiebolag. Furthermore, the three largest shareholders of the Company, representing 32.7 per cent of the total number of outstanding shares and votes in NSP, have committed to accept the Offer”, says Niclas Gabrán (partner of Ventiga Capital Partners LLP).

“It´s a good offer for the shareholders of NSP, supported by a fairness opinion and a recommendation from the board of directors. The team behind the Offer has extensive experience from the sector and are well suited to take on the challenges and opportunities going forward. I think there are exciting possibilities ahead for the Company and its employees”, says Jaan Kaber (chairman of NSP’s board of directors).

The Offer

Etib Holding offers SEK 21 in cash per A- and B-share in NSP and SEK 21 in cash for each convertible note issued by NSP plus any interest accrued on the convertible note up to and including the settlement date of the Offer. All outstanding shares in NSP are valued at approximately SEK 255 million. All convertible notes in NSP are valued at approximately SEK 8.4 million plus compensation for interest accrued on the convertible notes up to and including the settlement date of the Offer. In total, the shares in NSP and the convertible notes issued by NSP are valued at approximately SEK 263.4 million[5] plus compensation for interest accrued on the convertible notes up to and including the settlement date of the Offer.

  • The offered price for NSP’s B-shares represents a premium of approximately 26.8 per cent compared to NSP’s volume-weighted average share price for the B-shares of SEK 16.57, on Nasdaq Stockholm during the last six months up to and including 26 February 2016 (being the last day of trading prior to the announcement of the Offer).

  • The offered price for NSP’s B-shares represents a premium of approximately 24.6 per cent compared to NSP’s volume-weighted average share price for the B-shares of SEK 16.85 on Nasdaq Stockholm during the last three months up to and including 26 February 2016.  

  • The offered price for NSP’s B-shares represents a premium of approximately 24.3 per cent compared to NSP’s closing price for the B-shares of SEK 16.90 on Nasdaq Stockholm on 26 February 2016.

The acceptance period for the Offer is expected to commence on 7 March 2016 and end on 4 April 2016. Expected settlement date is 13 April 2016, subject to the conditions to the Offer being fulfilled.

No commission will be charged in connection with the Offer.

Certain related parties

Jeppe Droob, member of the board of NSP, is indirectly the sole owner of Amcon and thus indirectly owns shares in NSP. Section III in Nasdaq Stockholm’s takeover rules (the “Takeover Rules”), is thus applicable to the Offer, which implies that Jeppe Droob has not and will not be part of NSP’s board of directors handling of the Offer, as well as that NSP shall obtain a valuation (or a fairness opinion) from an independent expert regarding the Offer. In addition, NSP’s board members Johan Abrinder and Anders Wehtje have not participated in the board of director’s handling of the Offer, due to the irrevocable undertakings to accept the Offer provided by Abrinvest AB and Long Term AB. The remaining members of NSP’s board of directors, Jaan Kaber (chairman of the board), Jens Engwall and Eva Gidlöf has formed an independent committee to evaluate the Offer. Please see below under “Recommendation by NSP’s board of directors’ independent committee”.

Recommendation from NSP’s board of directors’ independent committee

Danske Koncept Restauranter Holding ApS (a company wholly owned by Jeppe Droob and Amcon’s parent company) made an offer to the shareholders and holders of convertible notes in NSP in April 2015. According to item II.24 in the Takeover Rules, a recommendation from the board of directors of NSP must therefore be obtained prior to announcing the Offer.

NSP’s board of directors has for the reasons stated above under “Certain related parties”, decided to appoint an independent committee to evaluate the Offer. The independent committee, consisting of Jaan Kaber (chairman of the board), Jens Engwall and Eva Gidlöf, unanimously recommends NSP’s shareholders and holders of convertible notes to accept the Offer. The independent committee has, in accordance with item III.3 in the Takeover Rules, obtained a fairness opinion from Erik Penser Bankaktiebolag concluding that, in their opinion and subject to the qualifications and assumptions set out therein, the price in the Offer is fair to NSP’s shareholders and holders of convertible notes from a financial point of view. The recommendation and the fairness opinion will be included in the offer document.

Please see a separate press release from NSP’s board of directors’ independent committee.

Irrevocable undertakings from shareholders in NSP to accept the Offer

Abrinvest AB (1,757,000 B-shares), Long Term AB (1,231,065 B-shares) and Morgan Jallinder (CEO of NSP) (983,166 B-shares)[6] (together the “Shareholders”), representing in aggregate 32.7 per cent of the total number of outstanding shares and votes in NSP have irrevocably undertaken to accept the Offer. The undertakings will lapse in the event that a third party, prior to the end of the initial acceptance period or any extensions thereof, announces a competing public offer for all shares in NSP at an offer price of at least SEK 22 per share, provided that Etib Holding does not match the competing offer within ten business days after the launch of the competing offer. If a competing offer is completed the Shareholders have undertaken to reimburse Etib Holding certain of its expenses in connection with the preparation or making of the Offer.

Ownership in NSP

Amcon is the largest shareholder in NSP and owns 3,540,758 B-shares[7], representing approximately 29.2 per cent of the shares and votes. Jeppe Droob, a member of NSP’s board of directors, indirectly owns all outstanding shares in Amcon. Amcon has undertaken to transfer all its NSP shares to Etib Holding, provided that the Offer is completed.

Neither Etib Holding nor Beckett SEC own or control any shares in NSP, and neither of them or Amcon have acquired any shares in NSP during the last six months prior to the announcement of the Offer. Etib Holding may acquire, or enter into arrangements to acquire, shares in NSP outside the Offer. Any purchases made or arranged shall be in accordance with Swedish law and disclosed in accordance with applicable rules.

Conditions to the Offer

Completion of the Offer is conditional on:

(i) the Offer being accepted to such extent that Etib Holding becomes the owner of shares in NSP representing more than 90 per cent of the total number of shares in NSP (on a fully diluted basis);

(ii) no other party announcing an offer to acquire shares in NSP on terms more favourable to the shareholders in NSP than the Offer;

(iii) with respect to the Offer and the acquisition of NSP, the receipt of all necessary regulatory, governmental or similar clearances, approvals and decisions, including from competition authorities, in each case on terms which, in Etib Holding’s opinion, are acceptable;

(iv) neither the Offer nor the acquisition of NSP being rendered wholly or partially impossible or significantly impeded as a result of legislation or other regulation, any decision of court or public authority, or any similar circumstance, which is actual or can reasonably be anticipated, and which Etib Holding could not reasonably have foreseen at the time of the announcement of the Offer;

(v) no information made public by NSP or disclosed by NSP to Etib Holding being materially inaccurate, incomplete or misleading, and NSP having made public all information which should have been made public by NSP;

(vi) there being no circumstances, which Etib Holding did not have knowledge of at the time of the announcement of the Offer, having occurred which would have a material adverse effect or could reasonably be expected to have a material adverse effect on NSP’s sales, results, liquidity, equity ratio, equity or assets; and

(vii) NSP not taking any action that is likely to impair the prerequisites for making or completing the Offer.

Etib Holding reserves the right to withdraw the Offer in the event it becomes clear that any of the above conditions are not satisfied or cannot be satisfied. With regard to conditions (ii) – (vii), however, such withdrawal will only be made if the non-satisfaction is of material importance to Etib Holding’s acquisition of the shares in NSP.

Etib Holding reserves the right to waive, in whole or in part, one or more of the conditions above, including with respect to condition (i) above, to complete the Offer at a lower level of acceptance.

Description of Etib Holding and the financing of the Offer

Etib Holding is a newly established company, indirectly jointly owned by Beckett SEC[8] and Amcon[9], under name change from Goldcup 12485 AB, with registration number 559051-3270, domiciled in Stockholm with its registered address c/o Hannes Snellman Advokatbyrå, Box 7801, 103 96 Stockholm, Sweden.

Etib Holding was founded on 18 December 2015 and registered with the Swedish Companies Registration Office (Sw. Bolagsverket) on 15 February 2016. The company has never conducted and at present does not conduct any business, and its sole business purpose is to make the Offer and take all actions to finance and complete the Offer and operate as the parent company of the Target.

Etib Holding has entered into binding agreements for:

  • contribution of equity from Amcon and Beckett SEC, according to specific equity commitments; and

  • bank financing from Ares Management Limited (“Ares”).

Drawdown pursuant to the loan agreement with Ares is subject to the conditions for the Offer being satisfied or waived (where such waiver requires consent from the lender in certain circumstances). Besides the aforementioned, the loan agreement does not include any conditions which Etib Holding and its owners in practice do not control (except for the condition that funding will not be provided if it is unlawful for the lender to perform its obligations as contemplated by the loan agreement, which is a customary condition for drawdown pursuant to a loan agreement of this kind).

The additional conditions to drawdown in accordance with the loan agreement with Ares, which Etib Holding and its owners in practice control and thus cannot invoke in relation to the Offer, essentially relate to:

  • that Etib Holding is capitalised with agreed shareholders equity;
  • that Etib Holding is not in breach of any of certain limited key representations regarding its standing or any of certain limited key undertakings under the loan documentation, such as that Etib Holding shall not conduct any business other than to receive the financing and make the Offer as well as acting as the parent company of NSP;
  • that Etib Holding does not become insolvent or seeks to repudiate its contractual obligations;
  • that Etib Holding acts in compliance with the Offer and the laws and regulations that apply to the Offer; and
  • that the existing ownership structure in Etib Holding in all material respects is maintained.

Due diligence

Beckett SEC and Amcon have in conjunction with the preparations for the Offer conducted a due diligence consisting of meetings with the management of the Company and a document review in connection therewith. NSP has informed Beckett SEC and Amcon that no information has been disclosed during this process to Beckett SEC and Amcon that has not already been made public and that can reasonably be expected to affect the price of NSP’s shares.

Preliminary timetable

Preliminary date for publication of the offer document, 4 March 2016.

Preliminary dates for the acceptance period, 7 March 2016 – 4 April 2016.

Preliminary date of commencement of settlement, 13 April 2016.

Etib Holding reserves the right to extend the acceptance period, as well as to postpone the settlement date.

Compulsory acquisition and delisting

As soon as Etib Holding becomes holder of more than 90 per cent of the shares in NSP, Etib Holding intends to call for compulsory acquisition of the remaining shares in NSP in accordance with the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)). In connection hereto, Etib Holding intends to act to have NSP’s B-shares delisted from Nasdaq Stockholm.

Applicable law and disputes

The Offer, as well as the agreements entered into between Etib Holding and NSP’s shareholders as a result of the Offer, shall be governed and construed in accordance with substantive Swedish law. Any dispute regarding the Offer, or which arises in connection therewith, shall be exclusively settled by Swedish courts, and the City Court of Stockholm (Sw. Stockholms tingsrätt) shall be the court of first instance.

The Takeover Rules and the Swedish Securities Council’s (Sw. Aktiemarknadsnämnden) rulings and statements on the interpretation and application of the Takeover Rules, including, where applicable, the Swedish Securities Council’s rulings and statements on the interpretation and application of the formerly applicable Rules on Public Offers for the Acquisition of Shares issued by the Swedish Industry and Commerce Stock Exchange Committee (Sw. Näringslivets Börskommitté), are applicable to the Offer. Furthermore, Etib Holding has, in accordance with the Swedish Takeover Act (Sw. lag (2006:451) om offentliga uppköpserbjudanden på aktiemarknaden), on 26 February 2016 contractually undertaken towards Nasdaq Stockholm to comply with said rules, rulings and statements and to submit to any sanctions that can be imposed on Etib Holding by Nasdaq Stockholm in the event of a breach of the Takeover Rules. On 26 February 2016, Etib Holding informed the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) of the Offer and the abovementioned undertakings towards Nasdaq Stockholm.

Advisers

Hannes Snellman Attorneys is acting as legal advisor to Beckett SEC and Amcon in connection with the Offer and Hogan Lovells is acting as legal adviser to Ventiga Capital Partners LLP.



Etib Holding II AB

The board of directors



Etib Holding discloses the information provided herein pursuant to the Takeover Rules. The information was submitted for publication on 29 February 2016 at 07.30 (CET).



For additional information, please contact:

For more information about the offer, please see: www.etib.se

For enquiries, please contact:

Anders Fogel

Telephone: +46 722 044 750

Email: anders.fogel@fogelpartners.se


Ventiga Capital Partners and LGT Capital Partners in brief

Ventiga Capital Partners LLP (incorporated in England) (“Ventiga”) is a private equity partnership with focus on investing in businesses with superior business expansion potential in the northern European mid-market. Its founders, Niclas Gabrán and Daniel Mytnik have a combined experience in excess of 30 years in the European private equity markets, including in the retail and food service industries. Ventiga’s core strategy is to actively look for industries with rapid expansion potential and target businesses in those sectors with leadership positions and attractive unit economics and works closely with management to fulfil the long term potential of the companies it invests in. Ventiga has a co-investment collaboration agreement with LGT Capital Partners Ltd.

LGT Capital Partner Ltd (“LGT”) is a leading alternative investment specialist with over USD 50 billion in assets under management and more than 400 institutional clients. An international team of more than 350 staff is responsible for managing a wide range of investment programs focusing on private markets, liquid alternatives and multi-asset class solutions. Headquartered in Pfaeffikon in Switzerland, the firm has offices in New York, Dublin, London, Vaduz, Dubai, Beijing, Hong Kong, Tokyo and Sydney. LGT is wholly-owned by the LGT Group Foundation. The LGT group has more than 2,100 employees globally and manages assets of USD 136 billion.

Amcon and Danske Koncept Restauranter Holding ApS in brief

Amcon, with domicile in Denmark, is a newly established company wholly owned by Danske Koncept Restauranter Holding ApS (“DKR Holding”). DKR Holding primarily engages in trading and investment and financing operations. DKR Holding is also the parent company of Danske Koncept Restauranter A/S and therefore also influences the operation and development of the Sunset Boulevard restaurant chain.

According to the 2014 annual report, DKR Holding’s income (”bruttofortjeneste”) amounted to DKK 99,446,339 and operating earnings (”Resultatet af ordinære aktiviteter før skat”) amounted to DKK 26,565,462. Net income (”Årets resultat”) amounted to DKK 23,507,081. On 31 December 2014, the assets (”Aktiverne”) of the DKR Holding group amounted to DKK 272,656,972 and shareholders’ equity (”Egenkapitalen”) amounted to DKK 113,717,585. On 31 December 2014, the DKR Holding group had cash and cash equivalents (”Likvide beholdninger”) of DKK 69,555,762.

NSP in brief

NSP was founded in 2004 and is now one of Sweden’s largest restaurant companies with a focus on quick service restaurants. NSP’s business operations generate sales of approximately SEK 900 million and include some 60 Burger King restaurants in Sweden and Denmark. NSP is Burger King’s largest franchisee in the Nordic region and a franchisee of KFC (Kentucky Fried Chicken) and TGI Friday’s. NSP’s vision is to be a leading Nordic restaurant operator and its goal is to continue to open new restaurants, which is what primarily drives long-term growth. NSP’s B-shares are admitted for trading on Nasdaq Stockholm, Small Cap.

Important information

The Offer is not being made to persons whose participation in the Offer requires that any additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish law. This press release and any documentation relating to the Offer are not being distributed and must not be mailed or otherwise distributed or sent in or into any country in which the distribution or offering would require any such additional measures to be taken or would be in conflict with any law or regulation in such country – any such action will not be permitted or sanctioned by Etib Holding. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded.

The Offer is not being made, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States of America by use of mail or any other means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the Internet) of interstate or foreign commerce, or of any facility of national security exchange, of Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States of America, and the Offer cannot be accepted by any such use, means, instrumentality or facility of, or from within, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States of America. Accordingly, this press release and any documentation relating to the Offer are not being and should not be mailed or otherwise distributed, forwarded or sent into Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States of America. Etib Holding will not deliver any consideration from the Offer into Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States of America.

Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and the other benefits of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as “anticipates”, “intends”, “expects”, “believes”, or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of Etib Holding and NSP.

[1] A newly established company under name change from Goldcup 12485 AB.

[2] A shelf company to be jointly owned by the partners of Ventiga Capital Partners LLP and LGT funds, inter alia, Crown Co-investment Opportunities plc, managed by LGT Capital Partners Ltd.

[3] A newly established company indirectly wholly-owned by Jeppe Droob, a member of NSP’s board of directors.

[4] Based on 375 A-shares and 12,144,726 B-shares, which is the total number of outstanding shares in NSP, and all outstanding convertible notes, which if converted would entitle to 400,035 B-shares. The offered price for the shares and convertible notes is subject to adjustment should NSP pay any dividend or make any other value distribution to its shareholders and holders of convertible notes prior to settlement of the Offer, and will accordingly be reduced by the amount of any such dividend or value distribution per share or convertible note.

[5] Based on 375 A-shares and 12,144,726 B-shares, which is the total number of outstanding shares in NSP, and all outstanding convertible notes, which if converted would entitle to 400,035 B-shares. The offered price for the shares and convertible notes is subject to adjustment should NSP pay any dividend or make any other value distribution to its shareholders and holders of convertible notes prior to settlement of the Offer, and will accordingly be reduced by the amount of any such dividend or value distribution per share or convertible note.

[6] Morgan Jallinder holds convertible notes of SEK 999,998 and has undertaken to accept the Offer with regards to the convertible notes as well.

[7] Amcon’s shares are not included in the Offer.

[8] A shelf company to be jointly owned by the partners of Ventiga Capital Partners LLP and LGT funds, inter alia Crown Co-investment Opportunities plc, managed by LGT Capital Partners Ltd.

[9] A newly established company indirectly wholly-owned by Jeppe Droob, a member of NSP’s board of directors. 

Documents & Links