Share Issue/Capital Change • Oct 16, 2015
Share Issue/Capital Change
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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.
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