LIFCO COMMENCES TRADING ON NASDAQ STOCKHOLM TODAY

Nov 21 2014

LIFCO COMMENCES TRADING ON NASDAQ STOCKHOLM TODAY

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA

Lifco AB (publ) (“Lifco” or “the Company”) and its owner Carl Bennet AB (“CBAB” or “the Principal Shareholder”) today announces the outcome of the offering of the Company’s series B shares (the “Offering”) and the listing on Nasdaq Stockholm’s main list.

The interest for the Offering has been significant, both among the general public in Sweden and among institutional investors in Sweden and abroad. The Offering was subscribed for more than seven times.

The Offering in brief

  • As previously announced, the price in the Offering is SEK 93 per series B share (“the Offering Price”), corresponding to a market value of all shares issued by Lifco of approximately SEK 8.4 billion.
  • The Offering originally comprised 34,602,400 existing series B shares in the Company, but has, in accordance with the terms of the Offering, been increased by CBAB with 6,606,700 additional series B shares, entailing that a total of 41,209,100 series B shares, corresponding to approximately 45.4% of the shares and 28.3% of the votes in Lifco, are sold by the Principal Shareholder.
  • The over-allotment option, which according to the terms of the Offering can be exercised by the Global Coordinator up until and including 19 December 2014, could entail that 4,120,900 additional series B shares are included in the Offering (the “Over-allotment option”).[1]
  • Provided that the Over-allotment option is fully exercised, the Offering will comprise a total of 45,330,000 series B shares, corresponding to approximately 49.9% of the number of shares in Lifco, which means that the total value of the Offering amounts to approximately SEK 4.2 billion.
  • As a result of the Offering, more than 14,000 new shareholders have holdings in Lifco.
  • CBAB has the intention of remaining a long-term majority owner in the Company and will, if the Over-allotment option is exercised in full, hold approximately 50.1% of the shares and approximately 68.9% of the votes in the Company.
  • As previously announced, the Fourth Swedish National Pension Fund (AP4) and Didner & Gerge Fonder have acquired in total 13,626,400 shares in the Offering, on the same terms as the other investors, corresponding to approximately 15.0% of the number of shares in Lifco.
  • Trading in the Lifco share on Nasdaq Stockholm’s main list commences today, 21 November 2014, with the ticker “LIFCO B”.[2]


Fredrik Karlsson, CEO of Lifco, comments:

“Together with all employees in Lifco, I am very happy about the general public’s as well as investors’ interest and confidence in Lifco. The response from investors has been very positive both in Sweden and abroad and we will continue to work diligently in order to increase profits every day.” 

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

“Lifco is a very strong company with leading industry and trade operations in the group and with strong growth in profits. We are happy about the positive response that the general public and so many investors have expressed over Lifco, including its management team and employees. Lifco has now obtained new long-term and solid owners that will take part in Lifco’s continued growth. At the same time, Carl Bennet AB has achieved a transparent structure with three listed holdings in Lifco, Getinge and Elanders.”

Advisors

SEB is acting as Sole Global Coordinator and Bookrunner and ABG Sundal Collier and Carnegie are acting as Co-Lead Managers (jointly “Managers”) in connection with the Offering. Vinge and Latham & Watkins are legal advisors to Lifco and Hammarskiöld & Co is legal advisor to the Managers.

For further information, please contact:

Åse Lindskog

Media and Investor Relations

Tel +46 730 244 872, ir@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.

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 at 8.00am on 21 November 2014.

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.

An offering of securities has been made by means of a prospectus that may be obtained from the issuer or selling security holder which contains detailed information about the Company and its management, as well as financial statements. This document is 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.


[1] The Over-allotment option can be exercised, in whole or in part, on one or more occasions, by SEB as responsible for any stabilisation measures.

[2] Trading in the Lifco share on Nasdaq Stockholm’s main list is, up to and including 24 November 2014, conditional upon the conditions of the Offering being fulfilled.