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Elopak ASA

Share Issue/Capital Change Jun 16, 2021

3592_rns_2021-06-16_51355f48-c270-46a8-994b-ff1d2ea33393.html

Share Issue/Capital Change

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Elopak ASA – Bookbuilding successfully completed - IPO priced at NOK 28 per Offer Share

Elopak ASA – Bookbuilding successfully completed - IPO priced at NOK 28 per Offer Share

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, NEW ZEALAND, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURES.

Elopak ASA – Bookbuilding successfully completed - IPO priced at NOK 28 per Offer Share

Oslo, 16 June 2021: Elopak ASA ("Elopak" or the "Company", OSE ticker "ELO") announces the successful completion of the bookbuilding for its initial public offering (the "Offering" or the "IPO"), which was multiple times oversubscribed.

In summary:

• The shares are priced at NOK 28 per Offer Share. The price implies a market capitalisation of Elopak (following the issuance of the new shares) of approximately NOK 7.5 billion.

• Elopak will issue 18,135,714 new shares (the "New Shares") in the Offering, raising gross proceeds of approximately EUR 50 million (approximately NOK 507.8 million). There will be a total of 269,219,014 shares in issue following the issuance of New Shares, each with a nominal value of NOK 1.40.

• Ferd AS ("Ferd") will sell 91,000,000 existing shares ("Sale Shares") in the Offering (thus including the full number of shares under the upsize option). Ferd will retain 159,397,300 shares in Elopak, representing an ownership of approximately 59.2%, following issuance of the New Shares, but prior to exercise of the greenshoe option (as defined below).

• In addition, the Joint Global Coordinators (as defined below) have over-allotted 14,120,357 shares (the "Additional Shares" and together with the New Shares and the Sale Shares the "Offer Shares"), representing approximately 15% of the number of New Shares and Sale Shares sold in the Offering (not including additional shares sold pursuant to the upsize option), and have exercised their option to borrow an equal number of shares from Ferd for the purpose of facilitating such over-allotments. In case of full exercise of the greenshoe option (as described below) by the Joint Global Coordinators, Ferd's shareholding in Elopak will be reduced to approximately 54%.

• A total number of 123,256,071 Offer Shares (including the Additional Shares) were allocated in the Offering, representing approximately 45.8% of the Shares (including the New Shares). The free float of Elopak following completion of the Offering will be approximately 40.5% if the greenshoe option is not exercised and approximately 45.8% if the greenshoe is exercised in full.

• The trading of the shares in Elopak on Oslo Børs will commence on 17 June 2021 on an "if issued/if sold" basis (conditional trading) under the ticker "ELO", as further described in the separate stock exchange announcement regarding conditional trading to be published tomorrow (on 17 June 2021).

Notifications of allocated Offer Shares and the corresponding amount to be paid by investors are expected to be communicated to investors on or around 17 June 2021. Investors who have access to investor services through their VPS account manager should be able to see how many Offer Shares they have been allocated from on or around 17 June 2021. The Managers may also be contacted for information regarding allocation, payment and delivery of the Offer Shares.

As further described in the prospectus prepared and published by Elopak dated 7 June 2021 (the "Prospectus"), Ferd has granted the Joint Global Coordinators an over-allotment option, exercisable by Skandinaviska Enskilda Banken AB (publ.), Oslo branch ("SEB") as stabilisation manager, on behalf of the Joint Global Coordinators, within 30 days from the date hereof to cover over-allotments or other short positions in connection with the Offering. A separate disclosure will be issued by the stabilisation manager regarding the over-allotment and stabilisation activities.

Elopak and Ferd will be subject to a customary lock-up period of 180 days after the IPO, and members of the board of directors and group management will be subject to a 360 day lock-up period.

Advisors

Goldman Sachs International and Skandinaviska Enskilda Banken AB (publ.), Oslo branch are acting as Joint Global Coordinators and Joint Bookrunners in the Offering, while ABG Sundal Collier ASA, Carnegie AS and DNB Markets, a part of DNB Bank ASA are acting as Joint Bookrunners (together with the Joint Global Coordinators, the "Managers"). Advokatfirmaet Wiersholm AS is acting as Norwegian legal counsel to the Company and Freshfields Bruckhaus Deringer is acting as international legal counsel to the Company. Advokatfirmaet Schjødt AS is acting as Norwegian legal counsel to the Managers, and Linklaters LLP is acting as international legal counsel to the Managers.

For further information, please contact:

Thomas Körmendi, CEO

+47 94 82 95 88

Bent Kilsund Axelsen, CFO

+47 97 75 65 78

Thomas Haave Askeland, Head of IR

+47 99 23 45 57

About Elopak ASA

Elopak is a leading global supplier of carton packaging and filling equipment for liquid food, catering to both the fresh and aseptic segments. Elopak is a leading player in fresh in Europe and the Americas, and has a strong and growing presence in aseptic liquid carton packaging. Elopak is at the forefront of sustainable packaging. Elopak uses renewable, recyclable and sustainably sourced materials to provide innovative packaging solutions.

Important information

This document is not for publication or distribution in the United States of America (including its territories and possessions, any State of the United States and the District of Columbia), Canada, Japan or Australia or any other jurisdiction into which the same would be unlawful. This document does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction into which the same would be unlawful. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States of America or to publications with a general circulation in the United States of America. The 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"), or the laws of any state, and may not be offered or sold in the United States of America absent registration under or an exemption from registration under the Securities Act. There will be no public offering of the securities in the United States of America.

None of the Managers or any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents, alliance partners or any other entity or person accepts any responsibility or liability whatsoever for, or makes any representation, warranty or undertaking, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to Ferd, the Company, their 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. Accordingly, each of the Managers and the other foregoing persons disclaim, to the fullest extent permitted by applicable law, all and any liability, whether arising in tort or contract or that they might otherwise be found to have in respect of this announcement and/or any such statement.

Each of the Managers is acting exclusively for the Company and no one else in connection with any transaction referred to in this document. Each of the Managers will not regard any other person as a client and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for the giving of advice in relation to any transaction, matter or arrangement referred to herein.

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