NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Frostbite I S.à r.l.1 (the “Seller”) hereby announces the launch of an accelerated bookbuilt offering to institutional investors (the “Transaction”) of up to 59,166,667 existing shares in Dometic Group AB (publ) (the “Company” or “Dometic”), equivalent to up to 20% of the share capital and voting rights in the Company, held by the Seller. Carnegie Investment Bank AB (publ), SEB Corporate Finance, Skandinaviska Enskilda Banken AB (publ) and Jefferies International Limited (the “Managers”) are acting as Joint Bookrunners in the Transaction.
The bookbuilding will commence immediately and it is anticipated that books will close before market opens on 31 August 2016, although the Managers reserve the right to close the books at any time. A further announcement will be made following completion of the bookbuilding and pricing of the Transaction. Subject to customary exceptions or obtaining consent from the Managers, the Seller has agreed to a 60-day lock up period in relation to its remaining shares in the Company.
Lazard & Co., Limited (“Lazard”) is acting as financial adviser to the Seller in connection with the Transaction.
Assuming all the shares available in the Transaction are sold, the Seller’s holding of shares in Dometic will constitute 80,911,428 shares corresponding to approximately 27% of the share capital and voting rights in the Company.
Dometic will not receive any proceeds from the Transaction.
THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL, OR SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES IN THE UNITED STATES. 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") AND MAY NOT BE SOLD IN THE UNITED STATES ABSENT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THERE WILL NOT BE A PUBLIC OFFERING OF THE SHARES IN THE UNITED STATES.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES OR INVESTMENTS FOR SALE OR A SOLICITATION OF AN OFFER TO BUY SECURITIES OR INVESTMENTS IN ANY JURISDICTION WHERE SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. NO ACTION HAS BEEN TAKEN THAT WOULD PERMIT AN OFFERING OF THE SECURITIES OR POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHICH HAVE IMPLEMENTED THE PROSPECTUS DIRECTIVE (EACH, A "RELEVANT MEMBER STATE"), THIS ANNOUNCEMENT AND ANY OFFER IF MADE SUBSEQUENTLY IS DIRECTED EXCLUSIVELY AT PERSONS WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF THE PROSPECTUS DIRECTIVE ("QUALIFIED INVESTORS"). FOR THESE PURPOSES, THE EXPRESSION "PROSPECTUS DIRECTIVE" MEANS DIRECTIVE 2003/71/EC (AND AMENDMENTS THERETO, INCLUDING THE 2010 PD AMENDING DIRECTIVE, TO THE EXTENT IMPLEMENTED IN A RELEVANT MEMBER STATE), AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN THE RELEVANT MEMBER STATE AND THE EXPRESSION "2010 PD AMENDING DIRECTIVE" MEANS DIRECTIVE 2010/73/EU.
IN THE UNITED KINGDOM THIS ANNOUNCEMENT IS DIRECTED EXCLUSIVELY AT QUALIFIED INVESTORS (I) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") OR (II) WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, AND (III) TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED.
IN CONNECTION WITH THE TRANSACTION, THE MANAGERS AND ANY OF THEIR AFFILIATES ACTING AS AN INVESTOR FOR THEIR OWN ACCOUNT MAY TAKE UP AS A PRINCIPAL POSITION ANY SHARES AND IN THAT CAPACITY MAY RETAIN, PURCHASE OR SELL FOR THEIR OWN ACCOUNT SUCH SHARES. IN ADDITION THE MANAGERS OR THEIR AFFILIATES MAY ENTER INTO FINANCING ARRANGEMENTS AND SWAPS WITH INVESTORS IN CONNECTION WITH WHICH THE MANAGERS (OR THEIR AFFILIATES) MAY FROM TIME TO TIME ACQUIRE, HOLD OR DISPOSE OF SHARES. THE MANAGERS DO NOT INTEND TO DISCLOSE THE EXTENT OF ANY SUCH INVESTMENT OR TRANSACTIONS OTHERWISE THAN IN ACCORDANCE WITH ANY LEGAL OR REGULATORY OBLIGATION TO DO SO.
NO GUARANTEE CAN BE MADE THAT ANY SECURITIES WILL BE SOLD PURSUANT TO THE TRANSACTION.
THE MANAGERS ARE ACTING ON BEHALF OF THE SELLER AND NO ONE ELSE IN CONNECTION WITH THE TRANSACTION AND WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF THE MANAGERS OR FOR PROVIDING ADVICE IN RELATION TO THE TRANSACTION.
Lazard, which is authorised and regulated by FCA, is acting exclusively for Frostbite I S.Á.R.l. and no one else in connection with the Placing and will not regard any other person as its client in relation to the Placing and will not be responsible to anyone other than Frostbite I S.Á.R.L. for providing the protections afforded to its clients or for giving advice in relation to the Placing or the contents of this announcement or any transaction, arrangement or other matter referred to herein.
1 Frostbite I S.à r.l. is backed by EQT V, a fund managed by EQT V Limited. EQT V Limited is a limited liability company organised under the laws of the Island of Guernsey, with registered office at Level 4 North, St Julian’s Court, St Julian’s Avenue, St Peter Port, Guernsey, GY1 1WA acting in its capacity as general partner of EQT V. EQT is a leading global private equity group with approximately EUR 30 billion in raised capital. EQT funds have portfolio companies in Europe, Asia and the US with total sales of more than EUR 15 billion and approximately 100,000 employees. EQT works with portfolio companies to achieve sustainable growth, operational excellence and market leadership. For further information, please visit www.eqt.se