EVRY – Announcement of terms of initial public offering
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE LOCAL SECURITIES LAWS OR REGULATIONS OF SUCH JURISDICTION. With reference to the announcement of 23 May 2017, EVRY ASA ("EVRY", the "Company", OSE ticker code: "EVRY") has now approved the terms of and resolved to commence its initial public offering of its ordinary shares (the "IPO").
The Offer Shares (as defined below) are expected to be sold at a price between NOK 31 and NOK 39 per Offer Share, corresponding to an equity value (including issuance of new shares) of between approximately NOK 11.5 billion and NOK 13.6 billion. The final offer price per share may, however, be set above or below this indicative price range.
The IPO will comprise new shares (the "New Shares") to be issued by the Company to raise gross proceeds of NOK 3,200 million, and between 19,060,573 and 33,247,504 existing shares (the "Base Sale Shares") to be offered by Lyngen Bidco AS (the "Selling Shareholder" or "Lyngen"), the current majority owner in the Company controlled by funds advised by Apax Partners. Furthermore, Lyngen has an option to sell up to 27,792,359additional existing shares through an up-size option (up to 7.5% of the total number of shares in issue including the New Shares) (the “Up-Size Option”). In addition, the Joint Bookrunners (as defined below) may elect to over-allot a number of additional shares equal to up to 15% of the number of New Shares, Base Sale Shares and any shares under the Up-Size Option allocated in the IPO (the "Additional Shares", and together with the New Shares, the Base Sale Shares and any shares allocated under the Up-Size Option, the "Offer Shares"). In this respect, Lyngen is expected to grant ABG Sundal Collier ASA, on behalf of the Joint Bookrunners, an option to borrow a number of shares equal to the number of Additional Shares in order to facilitate such over-allotment, as well as an option to purchase a number of shares equal to the number of Additional Shares if required to re-deliver any of the borrowed shares. The final number of Offer Shares will depend on the final offer price.
It is expected that the IPO will comprise 33% of the total number of shares in issue after the IPO, excluding any Additional Shares and any shares sold under the Up-Size Option, and up to 46.6% including any Additional Shares and shares sold under the Up-Size Option.
If all the New Shares and all the Base Sale Shares are sold in the IPO at the mid-point of the indicative price range, it is expected that the free float of EVRY following completion of the IPO will be up to 46.9% of the share capital when including the over-allotment facility, and up to 55.5% of the share capital when also including the exercise of the Up-Size Option, implying that Lyngen will retain an ownership in EVRY post completion of the IPO of at least 44.5%.
The Selling Shareholder will receive the proceeds from the sale of the Base Sale Shares, any shares under the Up-Size Option and any Additional Shares sold and not redelivered, if any, and the Company will receive the proceeds from the sale of the New Shares. The Company intends to use the net proceeds from the issuance of the New Shares to repay outstanding indebtedness as part of a refinancing of the Company.
The Selling Shareholder and the Company will be subject to a customary lock-up period of 180 days after the IPO. Members of the board and senior management team of the Company will be subject to 360- and 720-day lock-up periods, respectively.
The terms and conditions for the IPO will comprise:
- An institutional offering, in which Offer Shares are being offered to (a) institutional and professional investors in Norway, (b) investors outside Norway and the United States, subject to applicable exemptions from prospectus requirements, and (c) investors in the United States who are "qualified institutional buyers" ("QIBs"), as defined in, and in reliance on Rule 144A of the U.S. Securities Act. The institutional offering is subject to a lower limit per application of NOK 2,500,000.
- 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 2,499,999 for each investor. Investors who intend to place an order in excess of NOK 2,499,999 must do so in the institutional offering. Multiple applications by one applicant in the retail offering will be treated as one application with respect to the maximum application limit.
- An employee offering, in which Offer Shares are being offered to (i) all full time employees of the Company or a directly or indirectly wholly owned subsidiary of the Company incorporated in Norway, Sweden or Finland and being resident in Norway, Sweden or Finland, as of the last day of the application period, and (ii) members of the Board of Directors of EVRY subject to a lower limit per application of an amount of NOK 10,500 and an upper limit per application of NOK 2,499,999 for each investor with guaranteed allocation up to NOK 2,499,999. Eligible employees who intend to place an order in excess of NOK 2,499,999 must do so in the institutional offering. Multiple applications by one applicant in the employee offering will be treated as one application with respect to the maximum application limit and the guaranteed allocation.
- The further details of the IPO and the terms thereof will be set out in the prospectus prepared and to be published by the Company in connection with the IPO (the "Prospectus").
The Prospectus is expected to be approved by the Financial Supervisory Authority of Norway today, 6 June 2017. Subject to such approval, the bookbuilding for the institutional offering will commence on 7 June 2017 at 09:00 hours (CET) and run until 14:00 hours (CET) on 20 June 2017. The application period for the retail offering will commence on 7 June 2017 at 09:00 hours (CET) and run until 12:00 hours (CET) on 20 June 2017 (both for physical orders and for online orders through the VPS online application system). The application period for the employee offering will commence on 7 June 2017 at 09:00 hours (CET) and run until 12:00 hours (CET) on 20 June 2017. The bookbuilding period and the application periods may be shortened or extended at any time.
The final number of Offer Shares and the final price per Offer Share will be determined by the Company and Lyngen, in consultation with the Joint Bookrunners, after completion of the bookbuilding period for the institutional offering.
The pricing of the transaction is expected to take place on or around 20 June 2017 with conditional trading of the shares in EVRY on Oslo Børs commencing on or around 21 June 2017 under the ticker symbol "EVRY".
Completion of the IPO is conditional upon the board of directors of Oslo Børs approving the application for listing of the shares in the Company which is expected to be submitted on 7 June 2017 and considered in a meeting to be held on or about 12 June 2017 and the satisfaction of the conditions for admission to trading to be set by Oslo Børs.
Completion of the IPO will further be conditional upon (i) the Company and the Selling Shareholder, in consultation with the Joint Global Coordinators and Joint Bookrunners, having approved the offer price and the allocation of the Offer Shares to eligible investors following the bookbuilding process, (ii) the board of directors resolving to issue the New Shares, (iii) the Company, the Selling Shareholder and the Joint Bookrunners (as defined below) having entered into the underwriting agreement as described in the Prospectus and satisfaction of the conditions included in the underwriting agreement, and (iv) the underwriting agreement not having been terminated. Ultimately there can be no assurance that these conditions will be satisfied.
The Prospectus will, subject to approval as set out above and regulatory restrictions in certain jurisdictions, be available at www.evry.com, www.abgsc.no, www.dnb.no and www.sb1markets.nofrom 7 June 2017 at 09:00 hours (CET). Hard copies of the Prospectus may be obtained free of charge from the same date by contacting one of the Joint Bookrunners or at the offices of EVRY at Snarøyveien 30 A, 1360 Fornebu, Norway.
ABG Sundal Collier ASA, Goldman Sachs International and Morgan Stanley & Co. International plc are acting as Joint Global Coordinators and Joint Bookrunners in the IPO. Credit Suisse Securities (Europe) Limited, DNB Markets (a part of DNB Bank ASA) and UBS Limited are acting as Joint Bookrunners in the IPO. SpareBank 1 Markets AS is acting as co-manager. Lazard & Co., Limited is acting as financial advisor to EVRY. Clifford Chance (as to UK and US law) and Schjødt (as to Norwegian law) are acting as legal counsel to EVRY. Cleary Gottlieb Steen Hamilton (as to UK and US law) and Thommessen (as to Norwegian law) are acting as legal counsel to the Joint Bookrunners.
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. None of ABG Sundal Collier ASA, Goldman Sachs International, Morgan Stanley & Co. International plc, Credit Suisse Securities (Europe) Limited, DNB Markets (a part of DNB Bank ASA) or UBS Limited (the “Joint Bookrunners”) or Sparebank 1 Markets AS, or any of their respective affiliates or any of their respective directors, officers, employees, advisors or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. This announcement has been prepared by and is the sole responsibility of the Company,
Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan, South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not contain or constitute an offer to sell or a solicitation of any offer to buy or subscribe for any securities referred to in this announcement to any person in any jurisdiction, including the United States, Australia, Canada, Japan or South Africa or any jurisdiction to whom or in which such offer or solicitation is unlawful.
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 “U.S. Securities Act”), and may not be offered or sold in the United States absent registration or an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any securities referred to herein in the United States or to conduct a public offering of securities in the United States.
Any offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is an advertisement and is not a prospectus for the purposes of Directive 2003/71/EC (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 the aforementioned prospectus. Copies of any such prospectus will, following publication, be available from the Company's registered office and, subject to certain exceptions, on the website of the Company.
In any EEA Member State other than Norway 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 ("Qualified Investors"), i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State.
This communication is only being distributed to and is only directed at persons in the United Kingdom that are Qualified Investors and 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 to 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.
Lazard & Co., Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to the Company and no one else in connection with the IPO and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Lazard & Co., Limited nor for providing advice in relation to the IPO or any other matters referred to in this announcement. Neither Lazard & Co., Limited nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard & Co., Limited in connection with this announcement, any statement contained herein or otherwise.
Credit Suisse Securities (Europe) Limited, Goldman Sachs International, Morgan Stanley & Co. International plc and UBS Limited are authorised by the Prudential Regulation Authority (the "PRA") and regulated by the FCA and the PRA in the United Kingdom.
The Joint Bookrunners and their affiliates are acting exclusively for the Company and the selling shareholder and no-one else in connection with the intended IPO. They will not regard any other person as their respective clients in relation to the intended IPO and will not be responsible to anyone other than the Company and the selling shareholders for providing the protections afforded to their respective clients, nor for providing advice in relation to the intended IPO, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the contemplated IPO, the Joint Bookrunners and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related investments in connection with the contemplated IPO or otherwise. Accordingly, references in any prospectus, if published, to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, such Joint Bookrunners and any of their affiliates acting as investors for their own accounts. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations 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”, “aims”, “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 its 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. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. The Company, each of the Joint Bookrunners and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.
The IPO may be influenced by a range of circumstances, such as market conditions, and there is no guarantee that the IPO will proceed and that the listing will occur.
Certain figures contained in this document, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly with the total figure given.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.
Geir RemmanVP Communications, EVRY Operations+47 970 55 email@example.com
EVRY is one of the leading IT companies in the Nordic region and has a strong local and regional presence in 50 Nordic towns and cities. Through its insight, solutions and technology, EVRY contributes to the development of the information society of the future and so creates value for the benefit of its customers and for society as a whole. EVRY combines in-depth industry knowledge and technical expertise with local delivery models and international strength. EVRY has some 8,200 full-time employees, and the Company is committed to demonstrating that Nordic customers are best served by a supplier that understands Nordic business from the inside. EVRY has annual turnover of more than NOK 12 billion.
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