Scandi Standard

Share Issue/Capital Change • Jun 16, 2014

PRESS RELEASE, Stockholm 16 June 2014

Scandi Standard applies for initial public offering

Scandi Standard AB (publ) ("Scandi Standard" or the "Company"), and CapVest through Kansas Holding B.V. and Lantmännen through Lantmännen Kycklinginvest AB (publ) (together the "Principal Owners") have decided to diversify Scandi Standard's ownership base through an initial public offering of the Company (the "Offering"). The board of directors of Scandi Standard has therefore applied for listing of the Company's shares on NASDAQ OMX Stockholm.

Scandi Standard is the market leading Scandinavian food company within the chicken-based food segment, with operations in Sweden, Denmark and Norway. The Company is focused on producing and selling locally produced chicken-based food products of high quality. The products are sold under well recognised Company-owned brands with strong consumer brand awareness and also through a broad private label offering. In Sweden and Denmark, the Company operates under the leading brands Kronfågel and Danpo, and in Norway under the challenger brand Den Stolte Hane.

In 2013 pro forma, the Company had net sales of SEK 5,192 million and operating profit before depreciation and amortisation, adjusted for non-recurring items (adjusted EBITDA) of SEK 479 million. The Company's net sales have been growing at approximately 4 per cent per annum since 2011 and its adjusted EBITDA margin has increased from 6.3 per cent in 2011 to 9.2 per cent in 2013 pro forma. Scandi Standard is headquartered in Stockholm, Sweden.

The Offering in brief¹

• The Offering is being made to the general public in Sweden as well as to institutional investors in Sweden and internationally.
• The Offering comprises a total 27,438,723 shares in Scandi Standard offered by the selling shareholders, corresponding to 45 per cent of the total number of shares in the Company.
• If the Principal Owners decide to increase the Offering in full and if the over-allotment option is fully exercised, the Offering comprises a total of 39,633,712 shares, representing 65 per cent of the total number of shares in the Company.
• The final offering price is expected to be determined within the range of SEK 33-40 per share (the "Offering price"), corresponding to a market value of Scandi Standard's shares of approximately SEK 2,049-2,402 million.
• A prospectus including full terms and instructions will be published today 16 June 2014 on the Company's website (www.scandistandard.com).

¹ All figures in this press release relating to number of shares are based on an assumption that the price in the Offering corresponds to the midpoint of the interval in the Offering price range.

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION OR PUBLICATION SHOULD BE UNLAWFUL.

Leif Bergvall Hansen, CEO and group president of Scandi Standard, comments:

Scandi Standard is well positioned to take advantage of the expected future growth in the Scandinavian market for chicken-based food products. The Company has established a strong foothold through its history of 60 years market presence. Also, we take pride in offering products that fit in with major consumer trends, such as healthy living, convenience and affordability. This, in combination with our well-known brands, our experienced management team, our strong board of directors and a culture of innovation, makes us confident about the Company's future. Chicken consumption per capita in Sweden and Norway currently lags that of other developed countries. We have therefore set a goal to get Scandinavians to eat chicken once more per week, an outcome that would create significant growth prospects for Scandi Standard.

Per Harkjaer, chairman of the board of directors of Scandi Standard, comments:

Scandi Standard is a stable company with strong market positions and strong cash flow generation. I believe that there is a significant future opportunity for Scandi Standard to develop and grow the chicken category in Scandinavia towards international levels. With its strong market presence, efficient production and highly recognised and trusted brands, Scandi Standard is an attractive partner for retail and food companies looking to tap into emerging consumer trends. Building on the successes to date, the Company also has considerable scope to drive future earnings growth through best practice production and procurement optimisation. The board of directors is of the opinion that the timing for a listing of the Scandi Standard is right and look forward to working with the new shareholders to continue to support the Company.

Kate Briant, partner at CapVest (Kansas Holding B.V.), comments:

The initial public offering is an important milestone for Scandi Standard. It establishes a flexible and long-term capital structure for the Company and a strong platform from which to pursue strategic growth opportunities, while also allowing CapVest the ability to continue to participate in the future development of the Scandi Standard.

Per Olof Nyman, CEO and group president of Lantmännen, comments:

The Scandinavian markets for chicken-based food products are experiencing strong underlying growth, driven by health consciousness, affordability and innovation. Lantmännen believes Scandi Standard is uniquely positioned to continue to benefit from these overall trends. Lantmännen has a positive view on enabling external investors to be part of the expected future success of a market leader in the growing Scandinavian chicken category.

Press conference

Today, 16 June 2014, Scandi Standard and Leif Bergvall Hansen, CEO and group president, invite media and analysts for a lunch presentation of the Company. No registration is needed in advance. Time: 12.00- 13.00. Location: Scandi Standard's headquarters, Franzéngatan 5, 6th floor, Stadshagen, Stockholm.

For additional information, please contact

Leif Bergvall Hansen, CEO and Group President of Scandi Standard, telephone: +45 22 10 05 44

Jonny Mason, CFO of Scandi Standard, telephone: +45 22 77 86 18

Patrik Linzenbold, Head of Investor Relations of Scandi Standard, telephone: +46 708 25 26 30

The Offering

• The Offering is being made to the general public in Sweden and to institutional investors in Sweden and internationally.
• The Offering consists of sales of shares primarily by the Principal Owners. In addition, some of the senior managers and employees who own shares in the Company will sell part of their shares in order to finance tax payments in relation to the Offering.
• The Offering comprises a total of 27,438,723 shares in Scandi Standard, corresponding to 45 per cent of the total number of shares in the Company.
• The Principal Owners have reserved the right to increase the Offering and sell an additional maximum of approximately 12 per cent of the total number of shares in the Company, corresponding to 7,025,374 shares.
• The Principal Owners will grant an over-allotment option of a maximum of 5,169,615 additional shares, representing a maximum of 15 per cent of the total number of shares in the Offering, in order to cover potential over-allotment.
• Assuming that the Offering is increased in full by the Principal Owners and that the over-allotment option is fully exercised, the Offering comprises in total 39,633,712 shares, corresponding to 65 per cent of the total number of shares in the Company.
• The final Offering price will be determined through a book-building procedure and will consequently be based on demand from institutional investors.
• The Offering price is expected to be set within the price range of SEK 33-40 per share and the final Offering price is expected to be announced on or about 27 June 2014. The final Offering price in the public Offering in Sweden will not exceed SEK 40 per share.
• Based on the price range in the Offering, and assuming that the Offering is increased in full and the over-allotment option is exercised in full, the Offering is valued at SEK 1,332-1,562 million. The market value of Scandi Standard's shares will amount to approximately SEK 2,049-2,402 million.
• The subscription period for the general public is 17-25 June 2014 and the book-building process for institutional investors is 17-26 June 2014.
• The first day of trading on NASDAQ OMX Stockholm is expected to be 27 June 2014 and the shares will trade under the symbol "SCST". The expected settlement day of the Offering is 2 July 2014.
• Carnegie Investment Bank AB (publ) ("Carnegie") and Danske Bank A/S, Danmark, Sweden Branch ("Danske Bank") are acting as Joint Lead Managers and Joint Bookrunners in connection with the Offering. DNB Markets, a part of DNB Bank ASA, Sweden Branch ("DNB Markets") is Co-Lead Manager in connection with the Offering.

Background and reasons

Scandi Standard is the leading Scandinavian producer of chicken-based food products. The Company has a broad product portfolio that includes strong local brands (Kronfågel in Sweden, Danpo in Denmark and Den Stolte Hane in Norway) and an extensive private label offering.

The companies within the group each have a long history in their respective markets. Kronfågel Holding AB, which has been constituted of Kronfågel AB in Sweden and Danpo A/S in Denmark since 1995, has during the last nine years been owned by Lantmännen. During 2013, Kronfågel Holding AB merged with Cardinal Foods AS to form Scandi Standard. CapVest and Lantmännen invested together in the newly formed entity. The new company thereby became the leading player on the Scandinavian chicken market with net sales 2013 pro forma of approximately SEK 5.2 billion.

The new group structure has given the companies within Scandi Standard the right conditions for developing the businesses in each of the domestic markets as well as internationally. Scandi Standard has launched several innovative new food products across the Company's markets and increased efficiency in the Company's organisation and production through the replacement and implementation of improved production methods and strategic investments. The management team and board of directors of the Company have also been further strengthened. Scandi Standard has thereby established a solid platform in a market with an attractive outlook and the Company has a well-defined strategy to develop the operations and drive growth and improved profitability over the coming years.

The Principal Owners, the board of directors and management assess that the time is appropriate for a listing of Scandi Standard. The Principal Owners will continue to hold significant stakes in the Company following the Offer, and will thereby continue to contribute to the Company's future development.

The Principal Owners and the board of directors expect that the Offering and the listing will support the strategy in order to develop the Company's operations and drive growth and improved profitability and contribute to increased attention and brand awareness among current and potential customers, suppliers and consumers by providing flexible access to capital through the Swedish and international capital markets. For these reasons, the board of directors has applied for listing on NASDAQ OMX Stockholm.

Prospectus and application form

The prospectus and application forms in Swedish will be published on Scandi Standard's website (www.scandistandard.com), Carnegie's website (www.carnegie.se), Danske Bank's website (www.danskebank.se/prospekt) and DNB Markets' website (www.dnb.no). An application can also be made through Nordnet (www.nordnet.se) and Avanza (www.avanza.se). The prospectus and application forms can also be obtained from Carnegie, Danske Bank, DNB Markets and Scandi Standard.

Indicative timetable

16 June 2014	Publication of prospectus and announcement of price range
17-25 June 2014	Subscription period for the general public in Sweden
17-26 June 2014	Book-building for institutional investors
27 June 2014	Expected date for announcement of the final Offering price
27 June 2014	Expected first day of trading on NASDAQ OMX Stockholm
2 July 2014	Expected settlement date

Advisors

Carnegie and Danske Bank are acting as Joint Lead Managers and Joint Bookrunners. DNB Markets is acting as Co-Lead Manager. Roschier Advokatbyrå AB is legal adviser to the Company and the Principal Owners. Weil, Gotshal & Manges is legal adviser as to US law. Advokatfirman Vinge is legal adviser to the Joint Lead Managers and Joint Bookrunners.

About Scandi Standard

Scandi Standard is the largest producer of chicken-based food products in Scandinavia with market leading positions in Sweden and Denmark, and a challenger position in Norway. The Company produces, sells and markets chilled, frozen and processed chicken products under the strong brands Kronfågel, Danpo, Den Stolte Hane, Vestfold Fugl, Ivars and Chicky World. Additionally, the Company sells eggs in the Norwegian market under the brand Den Stolte Hane. The Company has almost 1,700 employees and pro forma net sales 2013 of approximately SEK 5.2 billion. For more information, visit www.scandistandard.com.

About CapVest

CapVest is an established European mid-market private equity firm focused on acquiring market leading companies supplying essential products and services. The firm places an emphasis on driving business growth through active management and has demonstrated consistent success in creating long-term value. Scandinavia has long been a core geographical focus for CapVest, which can be shown through current and past investments such as Findus, a leading frozen food manufacturer, Vaasan, a pan-Nordic bakery business, Scandza, a Nordic market leader in chilled foods, snacking and baked goods, and RenoNorden, a leading provider of household waste collection services to municipalities in Scandinavia.

About Lantmännen

Lantmännen is one of the largest groups in agriculture, machinery, energy and food industries in the Nordic region with brands such as AXA, Kungsörnen, GoGreen, Hatting, Schulstad and Gooh!. Lantmännen is owned by approximately 32,000 Swedish farmers and has some 8,500 employees.

IMPORTANT INFORMATION

This press release is not an offer to sell or to buy securities in the United States or any jurisdiction where such offer would be unlawful. The securities referred to in this press release have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or under securities laws in any state in the United States and may not be offered or sold in or into the United States absent registration or pursuant to an exemption from the registration requirements under the Securities Act, or in compliance with any applicable securities laws of any state in the United States. There will be no public offering of securities referred to in this press release in the United States. Copies of this press release are not being, and should not be, distributed in or sent into the United States.

It may be unlawful to distribute these materials in certain jurisdictions. These materials are not for distribution in the United States, Canada, Australia or Japan. The information in these materials does not constitute or form part of, an offer to sell or the solicitation of an offer to purchase or subscribe for any Company securities in United States, Canada, Australia or Japan.

In the European Economic Area (the "EEA"), other than in Sweden, this press release is addressed only to, and directed only at, persons in member states of the EEA who are "qualified investors" within the meaning of Article 2(1)(e) of EU Directive 2003/71/EC (the "Prospectus Directive"), as modified by EU Directive 2010/73/EU, in each case as implemented in the relevant member state of the EEA ("Qualified Investors"). In addition, this press release is being made available or supplied only to, or directed only at: (a) in the United Kingdom: (i) Qualified Investors who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") (Investment professionals); (ii) Qualified Investors who fall within Article 49(2)(a) to (d) of the Order (High net worth companies, unincorporated associations etc); and (iii) Qualified Investors whom it may otherwise be lawfully made available, supplied or directed to; (b) otherwise outside Sweden to persons who can lawfully access such information or to or at whom it can lawfully be made available or supplied or directed (all such persons together being referred to as "Relevant persons"). Any investment or investment activity to which this press release relates is available only to Relevant persons and will be engaged in only with relevant persons. Each person who is not a Relevant person should not act or rely on the information contained in this press release.