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B2Holding ASA - Announcement of Terms in the Initial
Public Offering
Oslo, 24 May 2016: B2Holding ASA ("B2Holding" or
the "Company") has resolved to launch an initial
public offering (the "Offering" or the "IPO") and
apply for a listing of its shares on the Oslo Stock
Exchange. Subject to approval of the listing
application and successful completion of the Offer,
the shares of B2Holding is expected to be admitted to
trading on the Oslo Stock Exchange on 8 June 2016
under the ticker "B2H" (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 11.25 and NOK 13.50,
corresponding to a pre-money valuation of between NOK
3.5 billion and NOK 4.2 billion and a market
capitalisation at trading of between NOK 4.2 billion
and NOK 4.9 billion. The final Offer Price may be set
above or below this indicative price range.
It is expected that the free float of B2Holding will
be approximately 64% 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
The Company intends to raise gross proceeds of NOK 650
million by issuing between 48.1 million and 57.8
million new shares (the "New Shares") in the Offering.
The net proceeds from the issue of the New Shares will
be used by the Company to position itself for further
growth and take advantage of the Company's record
large pipeline of opportunities. In addition, certain
existing shareholders intends to offer up to 15.25
million shares (the "Sale Shares", and, together with
the New Shares, the "Offer Shares"). The selling
shareholders comprise of RASMUSSENGRUPPEN AS (up to 15
million shares and Fjordsyn AS, a company fully owned
by Olav Dalen Zahl (up to 0.25 million shares)
(the "Selling Shareholders"). The Sale Shares,
represent up to 4.9% of the Shares of B2Holding prior
to the issue of the New Shares.
Further, pursuant to an over-allotment option, the
Joint Bookrunners may elect to purchase a number of
additional shares to be issued by the Company
equalling up to 15% of the aggregate number of Offer
Shares allocated in the Offering to cover any over-
allotments made in connection with the Offering. The
Company will receive proceeds from issuance of shares
to cover the 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
Timeline and Offering Period
The bookbuilding period for the institutional offering
will take place from 25 May 2016 at 09:00 hours (CET)
to 12:00 hours (CET) on 7 June 2016, and the
application period for the retail offering will take
place from 25 May 2016 at 09:00 hours (CET) to 12:00
hours (CET) on 7 June 2016. The bookbuilding period
and/or the application period may be shortened or
extended. The final number of Offer Shares, and the
final Offer Price, will be determined by B2Holding, in
consultation with the Joint Bookrunners, after
completion of the bookbuilding period for the
institutional offering. The announcement of the final
Offer Price is expected to take place on or around 7
June 2016. Trading of the Shares on the Oslo Stock
Exchange, is expected to commence on or about 8 June
2016 under the ticker "B2H", subject to the Company
being approved for listing and satisfying the
conditions set by the Oslo Stock Exchange.
Joint Global Coordinators and Joint Bookrunners
ABG Sundal Collier ASA and Arctic Securities AS are
acting as Joint Global Coordinators and Joint
Bookrunners in the IPO, and Nordea Markets, a part of
Nordea Bank Norge ASA, is acting as Joint Bookrunner.
Advokatfirmaet Thommessen AS is acting as legal
advisor to the Company and Wikborg Rein & Co
Advokatfirma DA is acting as legal advisor to the
Joint Bookrunners.
Lock-up
The Company and the Selling Shareholders are subject
to a 6 month lock-up period. In addition, members of
the Company's management, Board of Directors and
shareholders represented on the Board of Directors are
subject to a 9 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.b2holding.no, www.abgsc.no, www.arctic.com,
and www.nordea.no/b2 from the commencement of the book-
building period and the application period for the
Offering at 25 May 2016 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 30
May, (ii) 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
Olav Dalen Zahl, CEO B2Holding,
+47 909 86 386
Harald Henriksen, CFO B2Holding,
+47 913 92 873
Erik Johnsen, CGC B2Holding,
+47 415 77 055
About B2Holding ASA
B2Holding is a financial services provider specialised
in the investment and workout of non-performing loans
(NPLs) in the Nordics and the CEE region, primarily
from the banking sector. The Group also provides third
party debt collection solutions on behalf of clients,
as well as offering credit information in selected
markets. B2Holding is headquartered in Oslo, Norway,
and is currently represented in twelve European
countries, with financial services companies in
Bulgaria, Croatia, Estonia, Finland, Latvia,
Montenegro, Poland, Romania Serbia, Slovenia, Norway
and Sweden (including the announced acquisition of
Debt Collection Agency DA), and through its
subsidiaries it also owns portfolios in Italy,
Lithuania and Denmark where it currently has no
collection activities. As of 31 March 2016, the
Group's portfolio consisted of approximately 4.1
million claims with a total face value of
approximately NOK 47.7 billion and a total gross
estimated remaining collection of NOK 6.8 billion
(excluding DCA).
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", "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.
Attachments:
B2Holding ASA - IPO launch 24 May hrs 0745 2016
