Share Issue/Capital Change • Nov 2, 2015
Share Issue/Capital Change
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NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN OR INTO THE UNITED STATES, AUSTRALIA, HONG KONG, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Lier, 30 October 2015: Reference is made to the stock exchange announcement published on 30 October 2015, in which Kid ASA ("Kid" or the "Company") announced the successful completion of the bookbuilding period for the initial public offering of the shares (the "Offering").
ABG Sundal Collier ASA (the "Stabilisation Manager") may, on behalf of the Joint Bookrunners for the Offering and listing of the shares (the "Shares") of Kid, engage in stabilisation activities in the Shares from 2 November 2015, the first day of trading, to and including 2 December 2015 (the "Stabilisation Period").
The stabilisation transactions are aimed to support the market price of the Shares. In connection with the Offering, the Joint Bookrunners have been granted an over-allotment option (the "Overallotment Option") and have over-allotted to the investors in the Offering 3,054,838 Shares. The over-allotted Shares have been borrowed from Gjelsten Holding AS.
The Over-allotment Option entitles the Joint Bookrunners, at the request of the Stabilisation Manager, to purchase up to 3,054,838 additional Shares from Gjelsten Holding AS at a price per Share equal to the offer price in the Offering of NOK 31 per Share (the "Offer Price").
The Stabilisation Manager (or persons acting on behalf of the Stabilisation Manager) may effect transactions that stabilise or maintain the price of the Shares at a level higher than that which might otherwise prevail, by buying Shares in the open market at prices equal to or lower than (but not above) the Offer Price. However, there is no obligation on the Stabilisation Manager or any person acting for the Stabilisation Manager to do so. Moreover, there is no assurance that the Stabilisation Manager (or persons acting on behalf of the Stabilisation Manager) will undertake stabilisation activities. If stabilisation activities are commenced, they may be discontinued at any time, and must end upon the expiry of the Stabilisation Period.
Within one week after the expiry of the Stabilisation Period, the Stabilisation Manager will publish information as to whether or not price stabilisation activities were undertaken. If stabilisation activities were undertaken, the statement will also include information about: (i) the total amount of Shares sold and purchased; (ii) the dates on which the stabilisation period began and ended; (iii) the price range between which stabilisation was carried out, as well as the highest, lowest and average price paid during the stabilisation period; and (iv) the date at which stabilisation activities last occurred.
Any stabilisation activities will be conducted in accordance with Section 3-12 of the Norwegian Securities Trading Act and the EC Commission Regulation 2273/2003 regarding buy-back programmes and stabilisation of financial instruments.
For further details see the prospectus dated 16 October 2015 issued by Kid in connection with the Offering.
ABG Sundal Collier ASA and Arctic Securities AS (collectively the "Joint Bookrunners") are acting as Joint Bookrunners in the IPO.
For further enquiries, please contact:
Petter Schouw-Hansen, CFO
+47 482 24 534
Kid is the leading and most profitable retailer in the Norwegian home textile market, typified by products like duvets, pillows, curtains, bed linens and other accessories and decorating items. As of 30 September 2015, Kid operated a total of 128 wholly-owned stores in Norway, in addition to an established e-commerce platform. Kid traces its history back to 1937, and has since the 1950s renewed Norwegian homes by offering attractive and practical curtains, bed linens and other interior articles. Kid is among the best known brands within retail in Norway, with 97% of Norwegian women being familiar with the Company. Kid has approximately 900 employees with headquarters in new and modern facilities in Lier, Norway. For more information visit www.kid.no
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company.
Copies of this announcement are not being made and may not be distributed or sent into the United States, Australia, Hong Kong, 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 applicable 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 part of the offering in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the Securities Act.
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 (as amended, together with any applicable implementing measures in any Member State, the "Prospectus Directive"). Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in a prospectus.
In any EEA Member State 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.
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 for 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. Forwardlooking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "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 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. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the Norwegian market, the Company's ability to attract, retain and motivate qualified personnel, changes in the Company's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. 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 Company does not guarantee that the assumptions underlying the forward‐looking statements in this presentation are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this presentation or any obligation to update or revise the statements in this presentation to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward‐looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.
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