TROAX ANNOUNCES ITS INTENTION TO PROCEED WITH AN INITIAL PUBLIC OFFERING AND LISTING ON NASDAQ STOCKHOLM

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SWITZERLAND, SOUTH AFRICA, SINGAPORE, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Troax Holding AB (publ) (“Troax” or the “Company”), a leading global supplier of indoor perimeter protection (“metal-based mesh panel solutions”) today announces its intention to proceed with an Initial Public Offering (the “IPO”) of its shares on Nasdaq Stockholm.

Hillerstorp 27 February 2015, 07.00 CET

Nasdaq Stockholm has decided to admit Troax’ shares to trading, subject to customary conditions, such as a prospectus being approved by the Swedish Financial Supervisory Authority, the distribution requirements in respect of the Company’s shares being fulfilled no later than on the first day of trading and approval from the board of the principal shareholder. Depending on market conditions, the listing is expected to be completed during the first half of 2015.

The IPO will comprise existing shares primarily sold by the Company’s current principal owner FSN Capital LP III. The shares will be offered to qualified institutional investors in Sweden and internationally, as well as to the public in Sweden.

The IPO will broaden the Company’s shareholder base and make it possible for Troax to use the Swedish and international capital markets to increase the Company’s financing options for future growth, both organically and through selective acquisitions.

Carnegie Investment Bank is acting as Global Coordinator and Handelsbanken Capital Markets is acting as Joint Bookrunner.

Troax highlights

• Troax is the global market leader in metal-based mesh panel solutions in its three core business areas; Automation and Robotics, Material Handling and Logistics and Property Protection
• Troax underlying market is characterized by structural growth from increased automation, safety and e-commerce trends
• In its main addressable geographical market, Europe, the Company has a market share of around 20 percent. Troax global market share is 10 percent and Troax is almost two and a half times larger than its closest competitor
• Troax is currently represented in 31 countries with 35 sales offices and 7 distribution hubs employing approximately 400 employees
• 2014 pro forma sales and adjusted EBITDA amounted to EUR 91.2m and EUR 18.6m
• In 2014, 54% of net sales was generated in Mainland Europe, 19% in the Nordics, 17% in the United Kingdom and 6% in New Markets

* Pro forma includes full year financials 2014 for Troax and Satech (acquired in June 2014)

 
For additional information, please contact:

Thomas Widstrand, CEO
Phone: +46 370 828 31

Ola Österberg, CFO
Phone: +46 370 828 25

 
IMPORTANT INFORMATION

This announcement is not and does not form a part of any offer for sale of securities. Copies of this announcement are not being made and may not be distributed or sent into the United States, Australia, Canada, Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any offering in the United States or to conduct a public offering of securities in the United States. Any offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is not a prospectus for the purposes of Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the “Prospectus Directive”). Investors should not invest in any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus. In any EEA Member State other than Sweden that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities, and other persons to whom this announcement 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”). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so. Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe,” “expect,” “anticipate,” “intends,” “estimate,” “will,” “may,” "continue," “should” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although Troax believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.

About Troax

Troax is the leading global supplier of indoor perimeter protection (“metal-based mesh panel solutions”) for the market segments: Automation & Robotics, Material Handling & Logistics and Property Protection. Troax develops high quality and innovative safety solutions to protect people, property and processes.

Troax has a global organisation with an unparalleled sales force and efficient logistics setup, enabling local presence and short delivery times in 31 countries. In 2014 Troax net sales amounted to around EUR 90 million and the number of employees amounted to about 400 persons. The Company’s head office is located in Hillerstorp, Sweden.

www.troax.com

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