TCM Group A/S: Registration of Share Capital Increase of 1,221,419
New Shares Completed
COMPANY ANNOUNCEMENT
No. 173/2023
Tvis, 29 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 -
Registration of Share Capital Increase of
1,221,419 New Shares
Completed
TCM Group A/S ("TCM" or the "Company") has in
connection with the directed issue and private placement today
registered with the Danish Business Authority, a capital increase
of a nominal value of DKK 122,141.9 (1,221,419 shares of DKK 0.10
each) (the "New Shares"), representing 13.4% of the registered
share capital prior to the capital increase (the "Offering").
The New Shares have been issued under a
temporary ISIN code and are expected to be admitted to trading and
official listing under the permanent ISIN code DK0060915478 on
Nasdaq Copenhagen A/S with effect from 30 June 2023. After
registration of the share capital increase, the share capital of
TCM amounts to nominally DKK 1,036,371.3 divided into 10,363,713
shares of DKK 0.10 each. The total number of voting rights in the
Company is 10,363,713.
The New Shares rank pari passu with the
Company's existing shares and carry the same dividend and other
rights. Each New Share carries one vote at the Company's general
meetings.
Reference is made to company announcements no.
170 and 171 of 26 June 2023.
The amendments to the Company's articles of
association required by the capital increase have been registered
today with the Danish Business Authority and an updated version can
be found at www.tcmgroup.dk.
SOLE GLOBAL COORDINATOR
AND BOOKRUNNERCarnegie Investment Bank, filial af Carnegie
Investment Bank AB (publ), Sverige has acted 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.
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
GroupTCM 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.
DISCLAIMERThis company
announcement may contain 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.
- 173. Registration of Share Capital Increase of 1,221,419 New
Shares Completed
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