Share Issue/Capital Change • Oct 27, 2015
Share Issue/Capital Change
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Kid ASA: Update on the Initial Public Offering
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA,
AUSTRALIA, HONG KONG OR JAPAN OR ANY OTHER
JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE
WOULD BE UNLAWFUL
Kid ASA - Update on the Initial Public Offering
Lier, 27 October 2015 - Reference is made to the
initial public offering of shares of Kid ASA ("Kid" or
the "Company"). Based on the order received, it has
been decided to update the indicative price to NOK 31
per Offer Share, which implies a pre-money equity
value of Kid of NOK 1,085 million.
The Company will still raise gross proceeds of NOK 175
million by issuing new shares in the Offering, but as
a result of the indicative price, the Selling
Shareholder intends to sell no more than 15 million
existing shares in the Company. In addition, pursuant
to an over-allotment facility, the Joint Bookrunners
may elect to over-allot a number of additional
existing shares equalling up to 15 % of the number of
Offer Shares.
The new base deal is covered at NOK 31 per share.
The bookbuilding period for the institutional offering
will end on 29 October 2015 at 14:00 hours (CET), and
the application period for the retail offering and the
employee offering will end on 29 October 2015 at 12:00
hours (CET).
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.
The information in this announcement is subject to the
disclosure requirements of the Norwegian Securities
Trading Act section 7-19.
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 the 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 the 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", "inte
nds", "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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