WindowMaster International A/S has applied for admission to trading on Nasdaq First North Growth Market Denmark

MUST NOT BE PUBLISHED, DISTRIBUTED, OR SUPPLIED OR PARTICULAR, DIRECTLY OR INDIRECTLY, IN OR TO US, AUSTRALIA, CANADA OR JAPAN.

This notice does not constitute a tender document. No person should buy or subscribe for shares in WindowMaster International A/S ("WindowMaster International" or "the Company"), unless this is done on the basis of information in the company description published by the Company in connection with the offering of shares for trading on Nasdaq First North Growth Market Denmark. The company description is available on the Company's website.

Company Announcement No. 1-2020

Copenhagen, October 6th, 2020

WindowMaster International A/S has applied for admission to trading on Nasdaq First North Growth Market Denmark. The offer period runs from October 6, 2020 to October 19, 2020, and the offer price is DKK 10.42 per share, corresponding to a pre-money valuation of DKKm 125. The maximum offer of shares is DKKm 59, of which 34,5% have been signed before the offer period opens.

About WindowMaster International A/S

WindowMaster is a Danish cleantech company originally founded in 1990 as part of the VELUX group, but changed ownership in a management buy-in in 2015. WindowMaster is both a market leader in the niche market for natural ventilation solutions as well as leading the technological advancements of cloud based IOT solutions in the field. This market position is based on a change of ownership in 2015 with the mission to provide green ventilation solutions to the construction industry and optimize indoor climate.

Today, buildings account for approx. 39% of global energy related CO2 emissions, which drives demand for green solutions that can help reduce CO2 emissions from buildings worldwide. WindowMaster has built a strong and scalable platform to leverage the green wave of sustainability and contribute to greening the environmental footprint of various types of buildings – e.g. office buildings, sports arenas, hospitals, educational institutions, museums, etc. The company offers solutions that ensure optimal regulation of the indoor climate in buildings based on continuous monitoring of CO2 levels, humidity and temperature that can help increase efficiency and comfort of building users.

SUMMARY INFORMATION ABOUT THE OFFERING

The expected gross proceeds are DKKm 49-59.

• Both new and existing shares are offered

• The offer price is DKK 10.42 per share of nominally DKK 1, corresponding to a pre-money valuation of WindowMaster International before the offer of DKKm 125
• The offer period runs from October 6, 2020 to October 19, 2020
• Publication of the result of the offering is expected to take place on October 21, 2020 and the first trading day is expected to be October 27, 2020
• Number of shares to be offered between: 4,702,495 - 5,662,188
• 41,6% of the minimum offer of DKKm 49 and 34,5% of the maximum offer of DKKm 59 has been signed before the offer period opens

Reason for the offering

Listing on First North will provide WindowMaster with a strong financial foundation to continue the positive development through both organic and acquisitive growth. This, as the strong public marketplace provides access to the additional capital required to carry out one or more contemplated strategic acquisitions over the coming years. Considering the organizational transformation that WindowMaster has undergone since the change in ownership in 2015, both Executive Management and the Board of Directors are focused on ensuring that the Company is in an optimal position to fully capitalize on its strong and well-established operational platform.

WindowMaster International already has a foothold in markets such as Germany, Norway, England, Switzerland, and the USA, with the strategic acquisition of the distributor company Clearline. WindowMaster’s intention is to participate in the consolidation that is taking place in the industry by acquiring other companies in order to create more unique market positions.

Thus, the listing will contribute to two main purposes: a) with less debt to serve by selling of old and new shares it is possible to maintain the ambitious capex levels in digital and software product development required to continue organic growth, b) to execute on smaller potential strategic acquisitions.

Financial performance and expectations

Since the change in ownership in 2015, WindowMaster has executed a clear strategic shift from contractor to manufacturer. WindowMaster has invested heavily in product development and IT. These investments have contributed to establishing WindowMaster’s position as a clear market leader within natural ventilation solutions and have facilitated the shift from contractor to manufacturer. The financial year of 2019 represents a milestone in this journey as WindowMaster has managed to establish a sustainable platform that together with the operational streamlining initiated in Q2 2020 is expected to provide a strong increase in profitability in the coming years.

Revenue for H1 2020 amounted to DKKm 88.2, which constitutes a reduction of DKKm 8.5 compared to H1 2019. This reduction in revenue is directly linked to the global COVID-19 situation as some of WindowMaster’s primary markets have experienced substantial spread of the virus and consequently long-term shutdowns of society. 
When looking at June to September, activity has picked up with order backlog indicating that activity for H2 2020 will be back on level with H2 2019.
For 2021, expectations include further normalization in revenue, which is expected to reach DKKm 210. On EBITDA, WindowMaster expects a strong carryover of cost reductions already initiated in 2020. On top of this, the increased activity results in an expected EBITDA of DKKm 27.0 and an EBITDA margin of 12.9%.

Company description

The company description, subscription form, investor brochure and management presentation-video are available at: https://www.nordnet.dk/dk/kampagner/windowmaster. The company description is also available as a link at the bottom of this press release. For more information, see the website www.windowmaster.dk/om-os/investor.

Offered Shares

The Offering comprises a minimum supply of 1,439,539 and a maximum of 2,399,232 new shares together with 3,262,956 existing shares. If there are no investors for the minimum offering of 4,702,495 shares, or if, before the end of the offer period, significant, adverse events occur which, in the opinion of the Board of Directors, will make it inadvisable to carry out the offer, the offer will not be carried out.
If the offering is not completed, Offered Shares will not be delivered to the investors.

Existing Shareholders

After the offer period, the shares held by existing shareholders that are not included in the offering are subject to lock-up for a period of at least 12 months.

Submission of subscription orders

The shares can be subscribed by submitting an electronic subscription order via the investor's own account-holding bank or by submitting the subscription form to the investor's own account-holding bank. Minimum drawing is 365 shares corresponding to DKK 3,803.30 per subscription order. Publication of the results of the offer is expected to take place on October 21, 2020.

ISIN code and symbol

The company has one share class. Both the new offer shares and the existing offer shares are delivered under the permanent ISIN code DK0061278355 together with the existing shares. The shares have been applied for trading under the ticker “WMA”.

Admission to trading

The new shares and the existing shares are conditionally approved for admission to trading on Nasdaq First North Growth Market Denmark, subject to completion of the offering and fulfillment of Nasdaq First North Growth Market's requirements for shareholder distribution and free float. The first trading day for the shares on Nasdaq First North Growth Market Denmark is expected to be October 27, 2020. 
 

Placement

Grant Thornton acts as a Certified Adviser and Bookrunner in connection with the offering and Danske Bank A/S acts as a settlement agent.

For further information:

CEO, Erik Boyter

M: +45 4035 0267
Mail: ekb.dk@windowmaster.com
WindowMaster International A/S
Skelstedet 13
2950 Vedbæk
Denmark
 

Certified Advisor

Grant Thornton
Jesper Skaarup Vestergaard
Direct(+45) 35 27 50 11,  Mobile (+45) 31 79 90 00
Grant Thornton 
Stockholmsgade 45
2100 Copenhagen Ø
Denmark

Important information

This notice does not constitute a business description or prospectus. No person should buy or subscribe for shares in WindowMaster International A/S, unless this is done on the basis of information in the company description published by WindowMaster International in connection with the offering and admission of shares to trading on Nasdaq First North Growth Market Denmark. The company description is available on the Company's website. This notice does not constitute an offer to sell or an invitation to offer to purchase shares issued by the Company in any jurisdiction where such offer or sale would be illegal and the notice and information contained therein may not be directly or indirectly distributed or disclosed in or to such jurisdictions. The offering is carried out in accordance with Danish law and the new shares are only offered in Denmark. Relationships dealt with in this Communication may constitute forward-looking statements that do not constitute historical facts. The forward-looking statements in this announcement are based on a number of assumptions, many of which are based on additional assumptions. Although WindowMaster International estimates that these assumptions were reasonable as they were made, they are inherently associated with significant known and unknown risks, uncertainties, unforeseen events, and other material issues that are difficult or impossible to predict or beyond the control of the Company. Such risks, uncertainties, unforeseen events, and other material matters may cause actual events to differ materially from the expectations expressed or implied in the forward-looking statements contained herein. The information, views and forward-looking statements contained in this notice apply only to the date of publication of this notice and are subject to change without notice.