TCM Group A/S: TCM Group A/S Launches Offering of up to 1,221,419
New Shares in a Directed Issue
COMPANY ANNOUNCEMENT
No. 170/2023
Tvis, 26 June 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN OR INTO THE UNITED STATES, CANADA, JAPAN, SOUTH AFRICA, HONG
KONG OR AUSTRALIA, EXCEPT AS PERMITTED BY APPLICABLE LAW, OR IN ANY
OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION IS UNLAWFUL.
TCM Group A/S Launches Offering of up
to 1,221,419 New Shares in a
Directed Issue
TCM Group A/S (“TCM” or the “Company”) has resolved to launch an
offering (the “Offering”) of new shares (the “New Shares”). The
Offering will begin immediately and will be completed through an
accelerated bookbuilding process consisting of up to 1,221,419 New
Shares of DKK 0.1 each, representing up to 13.4% of the Company’s
currently registered share capital in a private placement directed
at qualified institutional and professional investors in Denmark
and certain other jurisdictions. Certain members of the Company's
Board of Directors and Executive Management have indicated to
subscribe for New Shares for a total amount of DKK 1,510,000 in
connection with the Offering.
USE OF PROCEEDS AND BACKGROUND FOR THE
OFFERINGFollowing the Company’s acquisition of Aubo
Production A/S, as announced in Company Announcement no. 167/2023
of 19 June 2023, the Company has been considering raising
additional equity and strengthening TCM’s capital structure. The
net proceeds from the Offering are intended to provide the Company
with a robust capital structure after the acquisition of Aubo
Production A/S and allow for pursuance of potential strategic
investments and business initiatives.
THE OFFERINGThe Offering will be made pursuant
to applicable exemptions from the obligation to publish a
prospectus to eligible qualified and professional institutional
investors in Denmark and in certain other jurisdictions at market
price and without pre-emption rights for the Company's existing
shareholders. Certain members of the Company's Board of Directors
and Executive Management have indicated to subscribe for New Shares
for a total amount of DKK 1,510,000 in connection with the
Offering.
The books for the Offering will open immediately and can close
at any time. The offer price will be determined after the close of
the accelerated bookbuilding process. The final pricing and number
of New Shares is expected to be announced as soon as practically
possible thereafter. If the Placing is oversubscribed, an
individual allocation of the New Shares will be made by the Board
of Directors.
TCM have in connection with the Offering, agreed to undertake a
lock-up commitment for 180 calendar days following settlement of
the Offering (subject to certain exceptions), including the
issuance of shares to the sellers of Aubo Production A/S as
announced in Company Announcement no. 167/2023 of 19 June 2023 (and
company announcement no. 169/2023 of 26 June 2023), and each of the
members of its Board and Executive Management have in connection
with the Offering, agreed to undertake a lock-up commitment for 90
calendar days following settlement of the Offering (subject to
certain exceptions).
SOLE GLOBAL
COORDINATOR AND
BOOKRUNNERCarnegie Investment Bank, filial af
Carnegie Investment Bank AB (publ), Sverige is acting as Sole
Global Coordinator and Bookrunner in connection with the
Offering.
Kromann Reumert acts as Danish legal advisor to the Company.
Gorrissen Federspiel Advokatpartnerselskab acts as Danish legal
advisor to the Sole Global Coordinator and Bookrunner.
NEW SHARESThe decision to launch an Offering of
up to 1,221,419 New Shares, of a nominal value of DKK 0.10 each, in
a directed issue is made pursuant to section 5.1 in the Company’s
Articles of Association according to which the Board of Directors
is authorized to make share capital increases without pre-emption
rights for the existing shareholders at market price.
The New Shares will rank pari passu in all respects with
existing shares in TCM. The New Shares will be negotiable
instruments, and no restrictions will apply to their
transferability. No shares, including the New Shares, carry or will
carry any special rights. Rights conferred by the New Shares,
including voting rights and dividend rights, will apply from the
time when the capital increase is registered with the Danish
Business Authority. The New Shares must be registered in the name
of the holder in the Company’s register of shareholders.
The Offering represents up to 13.4% of the current registered
share capital before the Offering and up to 11.8% of the registered
share capital post the Offering.The New Shares will be issued under
the temporary ISIN code DK0062498176. No application for admission
to trading and official listing has been, or will be, filed for the
New Shares issued under the temporary ISIN code, and the temporary
ISIN code will only be registered with VP Securities A/S (“Euronext
Securities”) for subscription of the New Shares. The temporary ISIN
code in Euronext Securities will be merged with the permanent ISIN
code for the existing shares, DK0060915478, as soon as possible
following registration of the share capital increase with the
Danish Business Authority. The New Shares are expected to be
admitted to trading and official listing on Nasdaq Copenhagen A/S
in the permanent ISIN code for the existing shares, DK0060915478,
on or around 3 July 2023.The admission to trading and official
listing of the New Shares is subject to the Offering not being
withdrawn prior to the settlement of the Offering and the Company
making an announcement to that effect.
SETTLEMENTThe Offering will be settled through
Euronext Securities by way of book entry against cash payment.
EXPECTED TIMETABLE FOR THE OFFERING
Date |
|
Event |
Expected Monday 26 June 2023 |
|
Launch |
Expected Tuesday
27 June 2023 |
|
Trade date,
pricing, allocation and announcement of the results of the
Offering, |
Expected Tuesday
27 June 2023 |
|
Notice from
Nasdaq re expected listing of the New Shares |
Expected Thursday
29 June 2023 |
|
Settlement and
payment for the New Shares |
Expected Thursday
29 June 2023 |
|
Registration of
the capital increase with the Danish Business Authority |
Expected Friday 30
June 2023 |
|
Admission to
trading and official listing of the New Shares on Nasdaq Copenhagen
A/S |
Expected Monday 3
July 2023 |
|
Temporary ISIN
code in Euronext Securities is merged with permanent ISIN code |
DISCLAIMER This company announcement contains
forward-looking statements. These statements are not guarantees of
future performance and involve certain risks and uncertainties, in
particular this announcement should not be construed as a
confirmation neither that the Offering will complete, nor of the
deal size or the price. Therefore, actual future results and trends
may differ materially from what is forecast in this report due to a
variety of factors.
This announcement is intended for the sole purpose of providing
information. Persons needing advice should consult an independent
financial adviser. This announcement does not constitute an
investment recommendation.
This announcement is not for release, publication or
distribution, in whole or in part, directly or indirectly, in or
into the United States (including its territories and possessions,
any state of the United States and the District of Columbia, the
“United States”), Canada, Japan, South Africa, Hong Kong or
Australia, except as permitted by applicable law, or any other
jurisdiction in which such publication or distribution is
unlawful.
This announcement does not constitute or form a part of any
offer or solicitation to purchase or subscribe for securities in
the United States, Canada, Japan, South Africa, Hong Kong,
Australia or any other jurisdiction in which such offers or sales
are unlawful (the “Excluded Territories”). Any failure to comply
with this may constitute a violation of US, Canadian, Japanese,
South African, Hong Kong or Australian securities laws or the
securities laws of other states as the case may be.The securities
offered in connection with the Offering have not been and will not
be registered under any applicable securities laws of any state,
province, territory, county or jurisdiction of the Excluded
Territories. Accordingly, such securities may not be offered, sold,
resold, taken up, exercised, renounced, transferred, delivered or
distributed, directly or indirectly, in or into the Excluded
Territories or any other jurisdiction if to do so would constitute
a violation of the relevant laws of, or require registration of
such securities in, the relevant jurisdiction. There will be no
public offer of securities in the United States or elsewhere.This
announcement is not a prospectus and has been prepared on the basis
that any offers of securities referred to herein in any member
state of the European Economic Area will be made pursuant to an
exemption under Regulation (EU) 2017/1129 on prospectuses (the
“Prospectus Regulation”). The information set forth in this
announcement is only being distributed to, and directed at, persons
in member states of the European Economic Area who are qualified
investors (“Qualified Investors”) within the meaning of the
Prospectus Regulation.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by TCM or by any of its affiliates or
agents, or the Sole Global Coordinator and Bookrunner, as to or in
relation to, the accuracy, completeness or sufficiency of this
announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers in connection with the Company's Offering of the New
Shares and/or the private placement referred to herein, and any
liability therefore is expressly disclaimed.
The Sole Global Coordinator and Bookrunner and its affiliates is
acting exclusively for TCM Group A/S and no-one else in connection
with the Offering. It will not regard any other person as its
respective clients in relation to the Offering and will not be
responsible to anyone other than TCM Group A/S for providing the
protections afforded to its respective clients, nor for providing
advice in relation to the Offering, the contents of this
announcement or any transaction, arrangement or other matter
referred to herein.Solely for the purposes of the product
governance requirements contained within: (a) EU Directive
2014/65/EU on markets in financial instruments, as amended
(“MiFID II”); (b) Articles 9 and 10 of Commission
Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c)
local implementing measures (together, the “MiFID II
Product Governance Requirements”), and disclaiming all and
any liability, whether arising in tort, contract or otherwise,
which any “manufacturer” (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the shares in TCM Group A/S have been subject to a product approval
process, which has determined that such shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the “Target Market Assessment”).
Notwithstanding the Target Market Assessment, Distributors should
note that: the price of the shares in TCM Group A/S may decline and
investors could lose all or part of their investment; the shares in
TCM Group A/S offer no guaranteed income and no capital protection;
and an investment in the shares in TCM Group A/S is compatible only
with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the contemplated share issue. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, Carnegie Investment
Bank, filial af Carnegie Investment Bank AB (publ), Sverige will
only procure investors who meet the criteria of professional
clients and eligible counterparties. For the avoidance of
doubt, the Target Market Assessment does not constitute: (a) an
assessment of suitability or appropriateness for the purposes of
MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action
whatsoever with respect to the shares in TCM Group A/S. Each
distributor is responsible for undertaking its own target market
assessment in respect of the shares in TCM Group A/S and
determining appropriate distribution channels.
For further information
please contact:Torben Paulin,
CEO, TCM Group A/S, +45 21 21 04 64Thomas Hjannung, CFO, TCM Group
A/S, +45 97 43 52 00IR Contact – ir@tcmgroup.dk
About TCM Group
TCM Group is Scandinavia’s third largest
manufacturer of kitchens and furniture for bathrooms and storage.
The products are designed and produced in Denmark and rooted in a
proud tradition of good quality and good craftsmanship. TCM Group
pursues a multi-brand strategy, under which the main brand is Svane
Køkkenet and the other brands are Tvis Køkken and Nettoline.
Combined, the brands cater for the entire price spectrum, and are
sold through c. 140 dealers in Denmark and the rest of the
Scandinavia. TCM Group sells private label kitchens through DIY
stores in Denmark and independent kitchen stores in Norway. TCM
Group is supplier to the 45% owned e-commerce kitchen business
Celebert, which operates under the brands kitchn.dk,
billigskabe.dk, Celebert and Just Wood. See www.tcmgroup.dk for
more information.
- 170. TCM Group Launches Offering of up to 1,221,419 New Shares
in a Directed Issue
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