NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, NEW ZEALAND, CANADA OR JAPAN OR
ANY OTHER JURISDICTION WHERE SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE
UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURES.
Elopak ASA - Bookbuilding successfully completed - IPO priced at NOK 28 per
Oslo, 16 June 2021: Elopak ASA ("Elopak" or the "Company", OSE ticker "ELO")
announces the successful completion of the bookbuilding for its initial public
offering (the "Offering" or the "IPO"), which was multiple times oversubscribed.
o The shares are priced at NOK 28 per Offer Share. The price implies a market
capitalisation of Elopak (following the issuance of the new shares) of
approximately NOK 7.5 billion.
o Elopak will issue 18,135,714 new shares (the "New Shares") in the Offering,
raising gross proceeds of approximately EUR 50 million (approximately NOK 507.8
million). There will be a total of 269,219,014 shares in issue following the
issuance of New Shares, each with a nominal value of NOK 1.40.
o Ferd AS ("Ferd") will sell 91,000,000 existing shares ("Sale Shares") in the
Offering (thus including the full number of shares under the upsize option).
Ferd will retain 159,397,300 shares in Elopak, representing an ownership of
approximately 59.2%, following issuance of the New Shares, but prior to exercise
of the greenshoe option (as defined below).
o In addition, the Joint Global Coordinators (as defined below) have
over-allotted 14,120,357 shares (the "Additional Shares" and together with the
New Shares and the Sale Shares the "Offer Shares"), representing approximately
15% of the number of New Shares and Sale Shares sold in the Offering (not
including additional shares sold pursuant to the upsize option), and have
exercised their option to borrow an equal number of shares from Ferd for the
purpose of facilitating such over-allotments. In case of full exercise of the
greenshoe option (as described below) by the Joint Global Coordinators, Ferd's
shareholding in Elopak will be reduced to approximately 54%.
o A total number of 123,256,071 Offer Shares (including the Additional Shares)
were allocated in the Offering, representing approximately 45.8% of the Shares
(including the New Shares). The free float of Elopak following completion of the
Offering will be approximately 40.5% if the greenshoe option is not exercised
and approximately 45.8% if the greenshoe is exercised in full.
o The trading of the shares in Elopak on Oslo Børs will commence on 17 June 2021
on an "if issued/if sold" basis (conditional trading) under the ticker "ELO", as
further described in the separate stock exchange announcement regarding
conditional trading to be published tomorrow (on 17 June 2021).
Notifications of allocated Offer Shares and the corresponding amount to be paid
by investors are expected to be communicated to investors on or around 17 June
2021. Investors who have access to investor services through their VPS account
manager should be able to see how many Offer Shares they have been allocated
from on or around 17 June 2021. The Managers may also be contacted for
information regarding allocation, payment and delivery of the Offer Shares.
As further described in the prospectus prepared and published by Elopak dated 7
June 2021 (the "Prospectus"), Ferd has granted the Joint Global Coordinators an
over-allotment option, exercisable by Skandinaviska Enskilda Banken AB (publ.),
Oslo branch ("SEB") as stabilisation manager, on behalf of the Joint Global
Coordinators, within 30 days from the date hereof to cover over-allotments or
other short positions in connection with the Offering. A separate disclosure
will be issued by the stabilisation manager regarding the over-allotment and
Elopak and Ferd will be subject to a customary lock-up period of 180 days after
the IPO, and members of the board of directors and group management will be
subject to a 360 day lock-up period.
Goldman Sachs International and Skandinaviska Enskilda Banken AB (publ.), Oslo
branch are acting as Joint Global Coordinators and Joint Bookrunners in the
Offering, while ABG Sundal Collier ASA, Carnegie AS and DNB Markets, a part of
DNB Bank ASA are acting as Joint Bookrunners (together with the Joint Global
Coordinators, the "Managers"). Advokatfirmaet Wiersholm AS is acting as
Norwegian legal counsel to the Company and Freshfields Bruckhaus Deringer is
acting as international legal counsel to the Company. Advokatfirmaet Schjødt AS
is acting as Norwegian legal counsel to the Managers, and Linklaters LLP is
acting as international legal counsel to the Managers.
For further information, please contact:
Thomas Körmendi, CEO
+47 94 82 95 88
Bent Kilsund Axelsen, CFO
+47 97 75 65 78
Thomas Haave Askeland, Head of IR
+47 99 23 45 57
About Elopak ASAElopak is a leading global supplier of carton packaging and filling equipment
for liquid food, catering to both the fresh and aseptic segments. Elopak is a
leading player in fresh in Europe and the Americas, and has a strong and growing
presence in aseptic liquid carton packaging. Elopak is at the forefront of
sustainable packaging. Elopak uses renewable, recyclable and sustainably sourced
materials to provide innovative packaging solutions.
This document is not for publication or distribution in the United States of
America (including its territories and possessions, any State of the United
States and the District of Columbia), Canada, Japan or Australia or any other
jurisdiction into which the same would be unlawful. This document does not
constitute an offer or invitation to subscribe for or purchase any securities in
such countries or in any other jurisdiction into which the same would be
unlawful. In particular, the document and the information contained herein
should not be distributed or otherwise transmitted into the United States of
America or to publications with a general circulation in the United States of
America. The 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"), or the laws of any state, and may not be offered or sold in the United
States of America absent registration under or an exemption from registration
under the Securities Act. There will be no public offering of the securities in
the United States of America.
None of the Managers or any of their respective subsidiary undertakings,
affiliates or any of their respective directors, officers, employees, advisers,
agents, alliance partners or any other entity or person accepts any
responsibility or liability whatsoever for, or makes any representation,
warranty or undertaking, express or implied, as to the truth, accuracy,
completeness or fairness of the information or opinions in this announcement (or
whether any information has been omitted from the announcement) or any other
information relating to Ferd, the Company, their 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. Accordingly, each of the Managers and the other foregoing persons
disclaim, to the fullest extent permitted by applicable law, all and any
liability, whether arising in tort or contract or that they might otherwise be
found to have in respect of this announcement and/or any such statement.
Each of the Managers is acting exclusively for the Company and no one else in
connection with any transaction referred to in this document. Each of the
Managers will not regard any other person as a client and will not be
responsible to anyone other than the Company for providing the protections
afforded to their respective clients nor for the giving of advice in relation to
any transaction, matter or arrangement referred to herein.
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