AI Terminal

MODULE: AI_ANALYST
Interactive Q&A, Risk Assessment, Summarization
MODULE: DATA_EXTRACT
Excel Export, XBRL Parsing, Table Digitization
MODULE: PEER_COMP
Sector Benchmarking, Sentiment Analysis
SYSTEM ACCESS LOCKED
Authenticate / Register Log In

Kid ASA

Share Issue/Capital Change Oct 16, 2015

3642_iss_2015-10-16_73d845df-74aa-477e-9630-4862649fbc30.html

Share Issue/Capital Change

Open in Viewer

Opens in native device viewer

Kid ASA Announcement of Terms in the Initial Public Offering

Kid ASA Announcement of Terms in the Initial Public Offering

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.

Kid ASA Announcement of Terms in the Initial Public Offering

Lier, 16 October 2015: Further to the intention to float

announcement published on 5 October 2015, Kid ASA ("Kid" or

the "Company") has resolved to launch an initial public

offering (the "Offering" or the "IPO"). Subject to approval

of the listing application and successful completion of the

Offer, the shares of Kid will be admitted to trading on the

Oslo Stock Exchange on 30 October 2015 under the ticker

"KID" (subject to an extension or shortening of the Offer

period).

The Offer Shares (as defined below) are expected to be

offered for sale at a price per Offer Share (the "Offer

Price") between NOK 31 and NOK 37, corresponding to a pre-

money valuation of between NOK 1,085 million and NOK 1,295

million and an equity value at trading of between NOK 1,260

million and NOK 1,470 million. The Offer Price may, however,

be set above or below this indicative price range.

It is expected that the free float of Kid will be 80% of the

share capital, assuming that the maximum number of Sale

Shares (as defined below) are sold in the Offering and the

over-allotment option is exercised in full.

THE OFFER SHARES AND OVER-ALLOTMENT

Gjelsten Holding AS (the "Selling Shareholder") intends to

offer up to 22.9 million shares (the "Sale Shares"),

representing up to 58% of the Shares of Kid following the

Offering (excluding any additional shares sold under the

over-allotment option). In addition, the Company intends to

raise gross proceeds of NOK 175 million by issuing between

4.7 million and 5.6 million new shares (the "New Shares",

and, together with the Sale Shares, the "Offer Shares") in

the Offering. The net proceeds from the issue of the New

Shares will be used by the Company to secure an appropriate

capital structure following the IPO.

Further, pursuant to an over-allotment option, the Joint

Bookrunners (as defined below) may elect to purchase a

number of additional shares from the Selling Shareholder

equalling up to 15% of the aggregate number of Offer Shares

to cover any over-allotments made in connection with the

Offering. The Company will not receive any proceeds from any

exercise of the over-allotment option.

THE OFFERING

The Company is in the process of preparing a prospectus in

connection with the Offering and the listing (the

"Prospectus") presenting the terms and conditions for the

Offering, which comprise:

(i) an institutional offering, in which Offer Shares are

being offered (a) to institutional and professional

investors in Norway, (b) to investors outside Norway and the

United States, subject to applicable exemptions from

prospectus and registration requirements, and (c) in the

United States to QIBs in reliance on Rule 144A under the

U.S. Securities Act. The Institutional Offering is subject

to a lower limit per application of NOK 2,000,000;

(ii) a retail offering, in which Offer Shares are being

offered to the public in Norway subject to a lower limit per

application of NOK 10,500 and an upper limit per application

of NOK 1,999,999 for each investor. Investors who intend to

place an order in excess of NOK 1,999,999 must do so in the

institutional offering; and

(iii) an employee offering, in which Offer Shares are being

offered to eligible employees of the Company, subject to a

lower limit per application of NOK 10,500 and an upper limit

per application of NOK 1,999,999 for each eligible employee.

Eligible employees participating in the employee offering

will receive full allocation for any application up to and

including an amount of NOK 200,000. Each eligible employee

will receive a fixed cash discount of NOK 1,500 on the

aggregate amount payable for the Offer Shares allocated to

such employee.

TIMELINE AND OFFERING PERIOD

The bookbuilding period for the institutional offering will

take place from 19 October 2015 at 09:00 hours (CET) to

14:00 hours (CET) on 28 October 2015, and the application

period for the retail offering and the employee offering

will take place from 19 October 2015 at 09:00 hours (CET) to

12:00 hours (CET) on 28 October 2015. The bookbuilding

period and/or the application period may be shortened or

extended. The final number of Offer Shares, and the Offer

Price, will be determined by the Selling Shareholder and

Kid, in consultation with the Joint Bookrunners, after

completion of the bookbuilding period for the institutional

offering. The announcement of the Offer Price is expected to

take place on or around 29 October 2015. Trading of the

Shares on the Oslo Stock Exchange, alternatively Oslo Axess,

is expected to commence on or about 30 October 2015 under

the ticker "KID".

JOINT BOOKRUNNERS AND ADVISORS

ABG Sundal Collier ASA and Arctic Securities AS are acting

as Joint Bookrunners in the IPO. Wiersholm is acting as

legal advisors to the Company, and Schjødt is acting as

legal advisors to the Joint Bookrunners.

LOCK-UP

The Company and the Selling Shareholder are subject to a 6

month lock-up period. In addition, members of the Company's

management and Board of Directors subscribing for shares in

the IPO are subject to a 12 month lock-up period. These

lock-up agreements will be subject to certain exceptions and

may only be waived with the consent of the Joint

Bookrunners.

PROSPECTUS

The Prospectus will, subject to regulatory restrictions in

certain jurisdictions, be available at, www.abgsc.no, and

www.arcticsec.no, from the commencement of the book-building

period and the application period for the Offering at 19

October 2015 at 09:00 hours (CET). Hard copies of the

Prospectus may also be obtained free of charge from the same

date by contacting the Company or one of the Joint

Bookrunners.

CONDITIONS FOR THE OFFERING

Completion of the Offering is conditional upon (i) the board

of directors of the Oslo Stock Exchange approving the

application for listing of the Shares in the Company in its

meeting expected to be held on 28 October 2015 and the

satisfaction of the conditions for admission to trading set

by the Oslo Stock Exchange, which are expected to be that

(a) Kid will have in excess of 500 shareholders, each

holding Shares with a value of more than NOK 10,000

(alternatively in excess of 100 shareholders for a listing

on Oslo Axess), (b) there will be a minimum free float of

the Shares of 25% and (c) completion of the share capital

increase pertaining to the New Shares, (ii) the Selling

Shareholder and the Company, in consultation with the Joint

Bookrunners, having approved the Offer Price and the

allocation of the Offer Shares to eligible investors

following the bookbuilding process and (iii) the Board of

Directors resolving to issue the New Shares. There can be no

assurance that these conditions will be satisfied. If the

conditions are not satisfied, the Offering may be revoked or

suspended without any compensation to the applicants.

ENQUIRIES

Kjersti Hobøl, CEO Kid, +47 918 35 965

Petter Schouw-Hansen, CFO Kid, +47 482 24 534

ABOUT KID ASA

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 June 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 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. Kid is a wholly-owned subsidiary of Gjelsten

Holding. For more information visit www.kid.no

ABOUT GJELSTEN HOLDING AS

Gjelsten Holding is an investment company with a goal of

creating sustainable value through active ownership. The

company has investments in real estate, retail and the

industrial sector through portfolio companies such as

Fabritius, Profier, Kid, Sport1 Gruppen, Norsk

Avfallshåndtering (NOAH) and Ultimovacs. Gjelsten Holding

was established in 2000 and had in 2014 annual revenues of

NOK 2.6 bn and approximately 1,100 employees. Gjelsten

Holding is wholly owned by Bjørn Rune Gjelsten. For more

information visit www.gjelsten.no

IMPORTANT NOTICE

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. Forward-looking 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.

Talk to a Data Expert

Have a question? We'll get back to you promptly.