Handicare publishes prospectus for Initial Public Offering on Nasdaq Stockholm
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer of commitment whatsoever in any jurisdiction. Any offer to acquire shares pursuant to the proposed Offering will be made, and any investor should make his investment decision, solely on the basis of the information that is contained in the prospectus published by the Company in connection with the Offering. Copies of the prospectus are available at the Company’s website, www.handicaregroup.com.
Handicare Group AB (publ) (“Handicare” or the “Company”), a leading global provider of mobility solutions in the Accessibility and Patient Handling markets, has together with the owners of the Company decided to diversify the shareholder base by a sale of new and existing shares (the “Offering”). The Board of Directors of Handicare has therefore applied for the Company’s shares to be listed on Nasdaq Stockholm. The Prospectus for the Offering is published today and the first day of trading is expected to be on 10 October 2017.
The offering in brief:
· The price per share in the Offering has been set at SEK 50, corresponding to a total market value of the outstanding shares in Handicare upon completion of the Offering of SEK 2,947 million (approximately EUR 309 million).
· The Offering comprises 17,092,310 shares, of which 11,439,000 new shares will be issued by the Company. The remaining 5,653,310 shares will be offered by Cidron Liberty Systems S.à r.l.[1] (the “Principal Shareholder”). The Offering of new shares is expected to provide Handicare with gross proceeds of approximately SEK 572 million (EUR 60 million).
· In order to cover the over-allotment option in relation to the Offering, the Principal Shareholder will, on request from the Managers (as defined below), undertake to offer up to 2,563,847 additional existing shares (the “Over-Allotment Option”), corresponding to up to 15.0% of the number of shares in the Offering.
· Assuming full exercise of the Over-Allotment Option, the value of the Offering will amount to approximately SEK 983 million (approximately EUR 103 million), corresponding to approximately 33.4% of the total number of outstanding shares in Handicare upon completion of the Offering.
· Three cornerstone investors have, subject to certain conditions, undertaken to acquire shares in the Offering corresponding, in aggregate, to 12.7% of the outstanding shares in the Company upon completion of the Offering, corresponding to approximately SEK 373 million (approximately EUR 39 million). The cornerstone investors are The Forth Swedish National Pension Fund (committed to acquire 5.1% of the outstanding shares in the Company following the Offering), Danica Pension (4.19%) and Holta Life Sciences AS (3.4%). In addition, the Principal Shareholder has granted a right for Danica Pension to acquire from the Principal Shareholder up to an additional 0.8% of the total number of outstanding shares in the Company immediately following completion of the Offering at a price that corresponds to the price in the Offering. The right might be exercised within 180 days from the completion of the Offering.
· In addition, Handicare’s Chairman of the Board Lars Marcher, Vice Chairman Johan Ek and board member Claes Magnus Åkesson have committed to in the Offering acquire in aggregate approximately 0.8% of the outstanding shares in the Company upon completion of the Offering, corresponding to approximately SEK 25 million (approximately EUR 3 million), from the Principal Shareholder.
· The Offering is being made to institutional investors in Sweden and internationally, and to the general public in Sweden. All offers and sales outside the United States will be made in reliance upon Regulation S under the U.S. Securities Act of 1933, as amended. In the United States, the shares will be sold only to investors reasonably believed to be qualified institutional buyers as defined in, and in accordance with, Rule 144A or pursuant to another available exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act of 1933, as amended.
· Trading in the shares in Handicare on Nasdaq Stockholm is expected to begin on 10 October 2017 under the ticker “HANDI” and settlement is expected to take place on 12 October 2017.
· After completion of the Offering, assuming that the Over-allotment Option is exercised in full, the Principal Shareholder will own approximately 62.9% of the Company’s shares, and current members of the Board of Directors and executive management will own approximately 2.9% of the Company’s shares.
· A prospectus with full terms and conditions is published today 27 September 2017 on Handicares’ website, Carnegie’s website for on-going offerings, DNB Markets’ website and Nordnet’s website.
Asbjørn Eskild, CEO and President of Handicare:
“We are very proud of where we are today with Handicare. Since 2010 we have focused on successfully executing on the many strategic initiatives which have positioned us as a leading provider of transfer solutions for the elderly and disabled. On a growing market with attractive fundamentals, Handicare´s focused, well-invested and scalable platform is expected to support our robust and profitable growth plans. We have continued to expand our product and service offering, improve operational efficiency and grow our global presence, particularly in North America. As a company we are driven by our core ethos of making everyday life easier for our end customers and those caring for them. We still have a lot to achieve and look forward to continuing our journey with a broadened ownership group through our public listing.”
Lars Marcher, Chairman of the Board of Handicare:
”The Board of Directors are delighted with what the management team has achieved driving Handicare to leading market positions across its main markets today with a clear strategy for continued profitable growth. We believe it is the right time in Handicare’s development path to access the public markets. Nordic Capital has as the Principal Shareholder supported Handicare’s development and we are now looking forward to inviting additional shareholders to support the Company’s development over the long-term.”
Fredrik Näslund, Partner, NC Advisory AB, advisor to the Nordic Capital Funds:
”Handicare has grown into a global leadership position in a market that is poised for continued growth. Over the last years, Handicare has enjoyed strong organic growth as a result of its strategic and operational initiatives. These include streamlining of Handicare’s structure and product portfolio to focus on core business, significant investments in an effective, modern and scalable production capacity, launch of new products and a carefully crafted M&A strategy. The Company now has an impressive operational structure that will enable it to continue to grow in the years to come.”
About Handicare
Handicare is a leading, global provider of mobility solutions in the Accessibility and Patient Handling markets measured by revenue. The Company offers solutions and support to increase the independence and mobility of the elderly and physically challenged as well as to improve the convenience and safety of work environments of those caring for them. Handicare’s products include a comprehensive range of curved and straight stairlifts, transfer, lifting and repositioning aids, vehicle accessibility products and medical equipment. The Company manages its operations under three business areas: Accessibility, Patient Handling and Puls.
Handicare was acquired by the Principal Shareholder in 2010. Since then, Handicare has streamlined its corporate structure, product portfolio and platform in order to focus on its core Accessibility and Patient Handling businesses, facilitated by e.g. the divestiture of its Mobility (wheelchair) division in 2015 and the acquisition of Prism Medical in 2016. In recent years, the Company has introduced several automation and sourcing initiatives and initiated its Commercial Excellence Strategy for organic growth and increased profitability. Following this operational transformation, which also included the relocation of its head office from Moss (Norway) to Kista (Sweden) in 2015, Handicare believes it is well-positioned for continued profitable growth as a leader in providing healthcare equipment to the elderly, disabled and to those caring for them.
As a result of its strategic and operational initiatives, Handicare has delivered strong organic growth and operating leverage over the last three years. During the period 2014 to 2016, average organic growth[2] for Accessibility and Patient Handling – Handicare’s main business areas—was 5%, whereas total revenue increased from EUR 231.8 million in 2014 to EUR 274.5 million in 2016 (proforma), representing a CAGR of 9%, ahead of market growth in Handicare’s main markets of approximately 5%[3]. In addition, Handicare improved its Adjusted EBITA margin[4] from 4.3% in the year ended 31 December 2014 to 7.2% in the year ended 31 December 2016.
About Nordic Capital and background to the listing
Nordic Capital private equity funds have invested in mid-market companies primarily in the Nordic region since 1989. Through committed ownership and by targeting strategic development and operational improvements, Nordic Capital enables value creation in its investments. Nordic Capital Funds invest in companies in northern Europe and in selected investment opportunities internationally. The most recent fund is Nordic Capital Fund VIII with EUR 3.5 billion in committed capital, principally provided by international institutional investors such as pension funds. Nordic Capital Funds are based in Jersey, Channel Islands, and are advised by the NC Advisory companies in Sweden, Denmark, Finland, Norway, Germany and the UK. For further information about Nordic Capital please see www.nordiccapital.com.
Nordic Capital’s investment strategy is to acquire and support the growth of attractive companies with development potential. The investment strategy also entails a subsequent divestment of every acquired company within a certain period. The board of directors and Group management of the Company, together with Nordic Capital, believe that the time is appropriate to list the Company, as Handicare has reached suitable global scale with leadership positions in key markets, is well-invested and is positioned for continued profitable growth. Notwithstanding this fact, Nordic Capital will remain a large and committed shareholder and is, by retaining a part of its holding, able to participate in the future development of the Company. Handicare has established a solid platform and has further potential for substantial future growth and improved results during the coming years.
The Offering and listing on Nasdaq Stockholm will increase the shareholder base and enable the Company to access the Swedish and international capital markets, which is expected to support Handicare’s continued growth and development. The board of directors and Group management, supported by Nordic Capital, consider the Offering and listing of the Company’s shares to be a logical and important next step in Handicare’s development, which will also serve to increase public awareness of Handicare and its operations.
Prospectus and application
The prospectus (in Swedish and English) is published on Handicare’s website (www.handicaregroup.com), Carnegie’s website for on-going offerings (www.carnegie.se/om-carnegie/kontakt/pagaende-erbjudanden/) and on DNB Markets’ website (www.dnb.no/emisjoner). Application can be made through Nordnet’s Internet service (www.nordnet.se) and through Carnegie for its clients.
Preliminary timetable
Publication of the 27 September 2017
prospectus:
Application period for 28 September – 9 October 2017
institutional investors:
Application period for the 28 September – 6 October 2017
general public in Sweden:
First day of trading on 10 October 2017
Nasdaq Stockholm:
Settlement: 12 October 2017
Advisors
Carnegie and Bank of America Merrill Lynch are acting as Joint Global Coordinators and Joint Bookrunners (the “Joint Global Coordinators”). DNB Markets is acting as Joint Bookrunner (together with the Joint Global Coordinators, the “Managers”). White & Case is legal advisor to the Company and the Principal Shareholder and Gernandt & Danielsson as well as Davis Polk are legal advisors to the Managers.
For further information, please contact:
Asbjørn Eskild, CEO and President
Telephone: +47 905 633 04
E-mail: asbjorn.eskild@handicare.no
Boel Sundvall, Investor Relations
Telephone: +46 723 747 487
E-mail: boel.sundvall@handicare.com
Important information
This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by the Company in any jurisdiction where such offer or sale would be unlawful.
In any EEA Member State, other than Sweden, that has implemented Directive 2003/71/EC as amended (together with any applicable implementing measures in any member State, 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.
This document and the information contained herein are not for distribution in or into the United States of America. This document does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” (as defined in section 86(7) of the Financial Services and Markets Act 2000) and who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Persons who are not relevant persons should not take any action on the basis of this document and should not act or rely on it.
A prospectus prepared in accordance with the Prospectus Directive has been published and is available at Handicare’s website, Carnegie’s website for on-going offerings, DNB Markets’ website and Nordnet’s website.
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 “believes”, “estimates”, “anticipates”, “expects”, “assumes”, “forecasts”, “intends”, “could”, “will”, “should”, “would”, “according to estimates”, “is of the opinion”, “may”, “plans”, “continue”, “potential”, “predicts”, “projects”, “indicates“, “targets”, “aims, “likely”, “can have”, “to the knowledge of” and similar expressions. This applies in particular to statements referring to future results, financial position, cash flow, plans and expectations for the Company’s business and management, future growth and profitability and general economic and regulatory environment and other circumstances which affect the Company. Forward-looking statements are based upon various estimates and assumptions, many of which are based, in turn, upon further assumptions, such as no changes in existing political, legal, fiscal, market or economic conditions or in applicable legislation, regulations or rules (including, but not limited to, accounting policies, accounting treatments and tax policies), which, individually or in the aggregate, would be material to the results of operations of the Company or its ability to operate its businesses. Although the Company 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 by such forward-looking statements. You should also particularly review the section entitled “Risk Factors” in the prospectus for further information.
Potential investors should not place undue reliance on the forward-looking statements herein and are strongly advised to read the detailed description of factors that have an effect on the Company’s business and the market in which the Company operates, which are included in the prospectus.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. Each of the Company, the Managers and their respective affiliates does not undertake any obligation to update, review or revise any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this communication.
The listing date may be influenced by things such as market conditions. There is no guarantee that listing will occur and you should not base your financial decisions on the Company’s intentions in relation to listing at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorized person specializing in advising on such investments. This announcement does not constitute a recommendation concerning the Offering. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Offering for the person concerned.
The Managers are acting exclusively for the Company and no-one else in connection with the Offering. They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Offering of the shares, the Managers and any of their affiliates, may take up a portion of the shares in the Offering as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, references in the prospectus, once published, to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Managers and any of their affiliates acting in such capacity. In addition the Managers and any of their affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which the Managers and any of their affiliates may from time to time acquire, hold or dispose of shares. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
None of the Managers, their affiliates or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
[1] Indirectly owned by Nordic Capital Fund VII. “Nordic Capital Fund VII” refers to Nordic Capital VII Limited, acting in its capacity as General Partner of Nordic Capital VII Alpha, L.P. and Nordic Capital VII Beta, L.P., together with associated co-investment vehicles. “Nordic Capital” refers to Nordic Capital Fund VII and/or all, or some, of its predecessor or successor funds.
[2] Unaudited non-IFRS measure and is not a substitute for any IFRS measure.
[3] Source: Handicare estimates based on market analysis.
[4] Unaudited non-IFRS measure and is not a substitute for any IFRS measure.
Files:
Attachment: Handicare publishes prospectus for Initial Public Offering on Nasdaq Stockholm