Ratos announces preference share issue of up to SEK 1,452.5m
This information is published in accordance with the Swedish Securities Market
Act, the Financial Instruments Trading Act or demands made in the exchange
rules.
Not for release, publication or distribution, directly or indirectly, in or into
the United States, Canada, Japan, Australia
or any other jurisdiction where such action would be prohibited.
The Board of Directors of Ratos has resolved, based on the authorisation from
the Annual General Meeting, to issue up to 830,000 Class C preference shares to
a total value of up to SEK 1,452.5m.
Summary
* The Board of Directors of Ratos ("Ratos" or the "Company") has resolved to
increase the Company's share capital by up to SEK 2,614,500 through a new
issue of up to 830,000 Class C preference shares ("Preference shares"),
directed to the general public in Sweden as well as institutional investors
* Ratos intends to finance the acquisitions of Nebula and HENT as well as part
of the acquisition of Aibel through this issue
* The Preference shares will be issued at a subscription price of SEK 1,750
per Preference share.
* Effective annual yield[1] is estimated at 6.8% given a subscription price in
the offering of SEK 1,750 per Preference share
* If fully subscribed, Ratos's proceeds from the issue will amount to
approximately SEK 1,452.5m, before issue costs
* The application period for subscription for Preference shares is between 29
May and 13 June 2013 for institutional investors and between 29 May and 12
June 2013 for the general public in Sweden
* Estimated first day of trading in the Preference shares on Nasdaq OMX
Stockholm is 28 June 2013
[1] Average annual return on the Preference shares, calculated on the basis of
the subscription price, a quarterly dividend of SEK 25 per Preference share
(i.e. SEK 100 in total per year) up until the 2017 Annual General Meeting and an
increase of the dividend totalling SEK 20 per Preference share on an annual
basis after the 2017 Annual General Meeting and taking into account when in time
dividend payments are estimated to occur.
Background and reasons
Ratos is a private equity conglomerate that invests primarily in unlisted
companies. Ratos's mission is to generate, over time, the highest possible
return through the professional, active and responsible exercise of its
ownership role in a number of selected companies and investment situations,
where Ratos provides stock market players with a unique investment opportunity.
Added value is created in connection with acquisition, development and
divestment of companies.
Ratos's business model implies large liquidity flows in terms of divestments and
acquisitions, at times that are difficult to predict. The ability to make
acquisitions when opportunities arise and divestments when deemed optimal from a
company and market point of view is of strategic importance to Ratos. Therefore,
there is a need to have flexible access to capital to finance acquisitions even
when the financial liquidity in Ratos's parent company is limited. Similarly,
Ratos has an interest in being able to repay or redeem capital during periods
when the Company has surplus capital. Given the current economic and market
conditions, it is also important to consider the overall financial risk in Ratos
and ensure preparedness and freedom to act. It is the Board of Directors' and
the Company's intention to maintain the financial strategy, including that the
parent company normally shall be unleveraged.
Since the autumn of 2012, Ratos has identified an increasing number of
attractive acquisition opportunities where conditions to achieve the Company's
financial target of more than 20% average annual return (IRR) are deemed good.
Through the issue of Preference shares, Ratos intends to fully finance the
acquisitions of Nebula and HENT as well as part of the acquisition of Aibel.
Ratos's primary focus is, and will continue to be, to develop current holdings,
but value-adding investments will further improve the ability to continue long-
term creation of high returns for shareholders.
The offering
In view of the above, the Board of Directors of Ratos resolved on 26 May 2013,
based on the authorisation from the Annual General Meeting, to increase the
Company's share capital by up to SEK 2,614,500 through an issue of up to
830,000 Preference shares at a subscription price of SEK 1,750 per Preference
share. The right to subscribe for the Preference shares shall, with deviation
from the pre-emptive rights of shareholders, be directed to the general public
in Sweden as well as institutional investors. The Company is issuing the
Preference shares to finance completed or signed acquisitions. The reason for
the deviation from the pre-emptive rights is that the Board of Directors of
Ratos believes that the terms of a preference share issue directed to the
general public in Sweden and institutional investors are more favourable for the
Company compared to other financing alternatives.
The effective annual yield is estimated at 6.8% based on an initial annual
dividend of SEK 100 per Preference share as well as an increased dividend
totalling SEK 20 per Preference share annually after the 2017 Annual General
Meeting and a subscription price in the offering of SEK 1,750 per Preference
share.
The application period for subscription for Preference shares runs between 29
May and 13 June 2013 for institutional investors and between 29 May and 12 June
2013 for the general public in Sweden. If fully subscribed, the total proceeds
from Ratos's issue will amount to SEK 1,452.5m, before issue costs, which are
estimated at approximately SEK 23m.
Upon full subscription of 830,000 Preference shares, the number of shares in the
Company will increase by 830,000 to 324,970,896 and the number of votes will
increase by 83,000 to 108,670,443.6, which corresponds to a dilution of 0.3% of
the capital and 0.1% of the votes.
Ratos will apply for the Preference shares to be listed on Nasdaq OMX Stockholm.
Provided that Nasdaq OMX Stockholm approves the Company's application, the first
day of trading in the Company's Preference shares is expected to be 28 June
2013.
Preliminary timetable for the offering
Publication of prospectus 28 May 2013
Subscription period for the general public in Sweden 29 May - 12 June 2013
Subscription period for institutional investors 29 May - 13 June 2013
Announcement of outcome 14 June 2013
Settlement date 19 June 2013
First day of trading on Nasdaq OMX Stockholm 28 June 2013
Advisors
Handelsbanken Capital Markets and SEB Merchant Banking are financial advisors to
Ratos in connection with the Offering. Mannheimer Swartling Advokatbyrå is legal
advisor.
For further information, please contact:
Susanna Campbell, CEO Ratos, +46 8 700 17 00
Emma Rheborg, Head of Corporate Communications and IR, Ratos, +46 8 700 17 20
IMPORTANT INFORMATION
The information in this press release is not an offer to acquire, subscribe or
otherwise trade in shares or other securities in Ratos. Any invitation to the
persons concerned to subscribe for preference shares in Ratos will only be made
through the prospectus that Ratos expects to publish on or about 28 May 2013.
This press release may not, directly or indirectly, be released or published in
or distributed to or within the United States, Canada, Japan, Australia or any
other jurisdiction where such action would require additional prospectuses,
filings or other measures in addition to those required under Swedish law. The
offer is not made to, and application forms will not be approved from, share
subscribers (including shareholders), or persons acting on behalf of share
subscribers, in said countries or persons in any other jurisdiction where
applications for the subscription for preference shares would contravene
applicable laws or regulations, or would require additional prospectuses,
filings, or other measures in addition to those required under Swedish law. Nor
may the information in this press release be forwarded or reproduced in any way
that would violate such restrictions or would give rise to such requirements.
Measures in violation of the restrictions may constitute a breach of relevant
securities legislation.
No paid subscribed shares or Class C preference share issued by Ratos
("Securities") have been registered, and will not be registered, under the
United States Securities Act of 1933 (the "Securities Act") or the securities
legislation of any state or other jurisdiction in the United States, and may not
be offered, pledged, sold, resold, delivered or otherwise transferred, directly
or indirectly, within the United States or to U.S. persons as defined in
Regulation S under the Securities Act ("Regulation S"). The Securities are being
offered outside the United States in reliance on Regulation S. There will not be
any public offering of Securities in the United States or to U.S. persons.
This press release may contain forward-looking statements that reflect Ratos's
current view of future events as well as financial and operational development.
Words such as "intend", "assess", "expect", "may", "plan", "estimate" and other
expressions involving indications or predictions regarding future development or
trends, not based on historical facts, identify forward-looking statements.
Forward-looking statements inherently involve both known and unknown risks and
uncertainties as they depend on future events and circumstances. Forward-looking
statements do not guarantee future results or development and the actual outcome
may differ materially from forward-looking statements.
Financial calendar from Ratos:
Interim Report January - June 2013 15 August 2013
Interim Report January - September 2013 8 November 2013
Ratos is a private equity conglomerate. The company's mission is to maximise
shareholder value over time through the professional, active and responsible
exercise of its ownership role in primarily medium to large unlisted Nordic
companies. Ratos's holdings include AH Industries, Aibel, Arcus-Gruppen, Biolin
Scientific, Bisnode, DIAB, Euromaint, GS-Hydro, Hafa Bathroom Group, HL Display,
Inwido, Jøtul, KVD Kvarndammen, Mobile Climate Control, Nebula, Nordic Cinema
Group and SB Seating. Ratos is listed on Nasdaq OMX Stockholm and market
capitalisation amounts to approximately SEK 18 billion.
