LIFCO ANNOUNCES ITS INTENTION TO LIST ON NASDAQ STOCKHOLM

Oct 27 2014

LIFCO ANNOUNCES ITS INTENTION TO LIST ON NASDAQ STOCKHOLM

Lifco AB (publ) (“Lifco” or the “Company”) and its owner Carl Bennet AB today announce the intention to proceed with an Initial Public Offering (“the IPO”) and subsequent ownership dispersion of Lifco class B shares on Nasdaq Stockholm. Lifco is a global group that acquires and develops market leading niche companies.

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA

On 23 October 2014, Nasdaq Stockholm decided to admit Lifco’s series B shares to trading, subject to customary conditions, including that the prospectus is approved and registered by the Swedish Financial Supervisory Authority and that the distribution requirements in respect of the Company’s series B shares are fulfilled no later than on the first day of trading. Depending on market conditions, the first day of trading is expected to be 21 November 2014.

The IPO of Lifco comprises existing series B shares sold by Carl Bennet AB. The shares will be offered to the general public in Sweden and to Swedish and international institutional investors.

Carl Bennet AB, a company wholly-owned by Carl Bennet, currently holds all the shares and votes of Lifco and intends to remain as the long-term majority owner after the IPO.

Fredrik Karlsson, CEO of Lifco, comments:

”Lifco creates value for its shareholders through a clear operational model based on acquiring and developing companies with a long-term focus. Since the buy-out of Lifco by Carl Bennet AB in 2000, Lifco has seen strong profit growth both organically and through acquisitions. We have now established a stable platform with strong cash flows, enabling us to create additional value for future shareholders. Access to the capital markets will strengthen our prospects for profit growth in the long term.”

Carl Bennet, Chairman of the Board of Directors of Lifco and owner of Carl Bennet AB, comments:

”Fredrik Karlsson has, together with the management team, done a magnificent job in developing Lifco into a strong and very profitable group of leading industry and trade operations. We believe the time is now right for an IPO of Lifco. A listing of Lifco will provide Carl Bennet AB with a clear corporate structure with three listed companies, Lifco, Getinge and Elanders. This will simplify corporate governance for both me and the next generation.”

Since 2006, Lifco has reported a compound annual sales growth of 12.6 per cent and, during the same period, the Company has reported compound annual EBITA growth of 13.8 per cent. Lifco is active in approximately 30 countries with sales of SEK 6,580m and EBITA of SEK 904m for the last twelve months up to and including September 2014. The group comprises approximately one hundred independent subsidiaries organised into three business areas: Dental, Demolition & Tools and Systems Solutions.

Dental is a leading supplier of dental products in Northern and Central Europe. In 2013, this business area represented 47 per cent of the group’s net sales and 52 per cent of the group’s EBITA before group functions.

Demolition & Tools develops, produces, sells and distributes demolition machines, tools and accessories for the demolition and construction industry. In 2013, this business area represented 20 per cent of the group’s net sales and 32 per cent of the group’s EBITA before group functions.

Systems Solutions consists of businesses which deliver systems solutions to niche markets, and includes fittings for service vehicles, contract manufacturing, recycling plants, relining and sawmill equipment. In 2013, this business area represented 33 per cent of the group’s net sales and 15 per cent of the group’s EBITA before group functions.

SEB is acting as Global Coordinator and Bookrunner in connection with the offering and ABG Sundal Collier and Carnegie are acting as Co-Lead Managers. Vinge and Latham & Watkins are legal advisors to Lifco.

Lifco announces this information in accordance with the Securities Market Act and/or the Act on Trading in Financial Instruments. This information was submitted for announcement on October 27 2014 at 08.00 CET.

Important information

This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by Lifco AB (publ) (“Lifco” or the “Company”) in any jurisdiction where such offer or sale would be unlawful.

In any EEA Member State, other than Sweden, that has implemented Directive 2003/71/EC as amended (together with any applicable implementing measures in any member State, 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 document and the information contained herein are not for distribution or release, directly or indirectly, in or into the United States of America, Canada, Japan or Australia. This document does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in the United States, Canada, Japan or Australia or in any jurisdiction in which any offer or solicitation would be unlawful. Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States.

In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” (as defined in section 86(7) of the Financial Services and Markets Act 2000) and who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Persons who are not relevant persons should not take any action on the basis of this document and should not act or rely on it.

Any offering of securities will be made by means of a prospectus that may be obtained from the issuer or selling security holder and that will contain detailed information about the Company and its management, as well as financial statements. This document is an advertisement and not a prospectus for the purposes of the Prospectus Directive. Investors should not subscribe for any securities referred to in this document except on the basis of information contained in the prospectus.

Matters discussed in this release 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,” “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 the Company’s control.  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 information, opinions and forward-looking statements contained in this release speak only as at its date, and are subject to change without notice.

For further information, please contact:

Åse Lindskog
Media and Investor Relations

Tel +46  730 2448 72ir@lifco.se

About Lifco

Lifco acquires and develops market leading, niched companies with a potential to deliver sustainable profit growth and good cash flow. The Group has three business areas; Dental, Demolition & Tools and Systems Solutions. Lifco is guided by a clear management philosophy based on the company having a long-term view on its holdings, a focus on profitability and a decentralized organization. Lifco has about 100 companies in 30 countries. The Group had a turnover of more than 6 billion SEK and an EBITA-margin of 11.5% in 2013. Read more at www.lifco.se