GN Store Nord A/S announces plan to strengthen its capital
structure to execute growth opportunities including a directed
issue and private placing of a total of approximately 17 million
shares
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF
AMERICA, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE
THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR REQUIRE
REGISTRATION OR ANY OTHER MEASURES
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFERING MEMORANDUM OR
A PROSPECTUS AS DEFINED BY REGULATION (EU) NO. 2017/1129 OF 14 JUNE
2017.
GN Store Nord A/S announces plan to strengthen its
capital structure to execute growth opportunities including a
directed issue and private placing of a total of approximately 17
million shares
The new capital plan aims to strike the right balance between
current market challenges and future significant growth
opportunities, allowing GN to execute on both short- and long-term
market share opportunities.
As a key pillar of the plan, GN Store Nord A/S
("GN") today launches an offering of shares at
market price via a directed issue and private placing (the
“Placing”). The Placing will be conducted through
an accelerated book-building process and will consist of up to a
total of 17,319,337 shares (nominally DKK 69,277,348) of DKK 4.00
each comprising up to 13,719,337 new shares (nominally DKK
54,877,348) (the “New Shares”) and up to 3,600,000
existing treasury shares (nominally DKK 14,400,000) (the
“Treasury Shares”) (together with the New Shares,
the “Shares”).
Background for the Placing
In October 2021, GN announced the DKK 8 billion debt-financed
acquisition of SteelSeries, a global pioneer in premium
software-enabled gaming gear. In light of the significant changes
in the macroeconomic environment and GN’s leverage, GN has
developed a new capital plan to prepare for repayment of
approximately DKK 7 billion debt that matures in 2024. The pillars
are:
- Cash at hand and positive Free Cash Flow excl. M&A for 2023
and 2024 at Group level
- DKK 1.0 – 2.0 billion via disposals of selected assets
- DKK 2.1 billion new debt (EUR 280 million) via debt
refinancing, replacing the existing EUR 520 million term loan
expiring in 2025 with a new EUR 800 million term loan facility
expiring in 2026 (term sheet signed; finalization of the loan
subject to final agreement on customary long form documentation and
completion of the Placing)
- An accelerated bookbuild offering of New and Treasury Shares up
to 17,319,337 shares
Moreover, GN still has immediate access to an undrawn revolving
credit facility of EUR 350 million maturing in 2027.
GN is confident that these actions will put the company in the
best position going forward to continue our innovation strategy
built on 150 years of technology-driven enhancement of vital human
senses with the underlying philosophy of bringing people
closer.
This entails further realization of the synergies that can be
derived from a one-company mindset with hearing, audio, video and
gaming technologies, competencies, and channels under one roof. The
current synergies are centered around 4 main levers:
- Further leveraging and sharing deep and complex technology
between GN’s diversified R&D organizations. The emerging OTC
market is just one example, where GN is benefitting from both audio
and hearing technologies to develop Jabra Enhance Plus, and as AI
and other critical technologies continue to converge, GN’s broad
range of R&D expertise and combined scale will gain increasing
importance as a competitive advantage
- Further strengthening our commercialization by consolidating
go-to-market models and channel overlap – most recently,
SteelSeries’ and Jabra’s Retail Sales & Marketing organizations
were merged into one team under the leadership of SteelSeries’ CEO
to leverage the combined scale and increase relevance and strategic
importance with key retailers and distributors
- Further streamlining to drive efficiencies and cost reductions
as a result of one shared supply chain organization – in April
2023, GN Hearing’s and GN Audio’s two Global Operations
organizations were merged into one team under one leadership with
the aim to further leverage both structural and operational
synergies within sourcing, manufacturing, and distribution
- Further utilizing know-how and company scale across GN's
operating assets to drive synergies across back-office functions
including shared IT, HR etc. Currently, a first phase of a new
cloud-based ERP system has gone live as a common system to
ultimately encompass all group companies
The Board and Management are confident in GN’s strategy, our
markets, and our ability to execute and continue to gain market
share which we believe will create significant value for
shareholders in the coming years.
The Placing
The Placing will be made pursuant to applicable exemptions from
the obligation to publish a prospectus as a directed issue and
private placement to eligible institutional and professional
investors in Denmark and in certain other jurisdictions at market
price and without pre-emption rights for GN's existing
shareholders.
The Placing will be initiated with immediate effect and can
close at any time. The Shares will be sold at market price as
determined by the Board of Directors of GN after the close of the
Placing based on a book-building process. The result of the
Placing, the offer price and allocation are expected to be
announced as soon as practicable thereafter.
GN, the Board of Directors and the Executive Management have
agreed to a 180-day lock-up period following settlement of the
Placing in relation to shares in GN. The lock-up undertakings are
subject to certain customary exemptions. The Placing is not
underwritten.
Resolution on share capital increase
The decision to launch the Placing in a directed issue has been
made by the Board of Directors covering Treasury Shares currently
held by GN and New Shares to be issued in accordance with Article
5.2 in GN’s Articles of Association pursuant to which the Board of
Directors is authorized to make share capital increases without
pre-emption rights for the existing shareholders.
The actual number of New Shares issued and dilution from the
Placing will be subject to the final offer price and will be
announced in connection with the announcement of the results of the
Placing.
Admission to trading and official listing
The New Shares and the Treasury Shares will be delivered in the
temporary ISIN code DK0062495669. No application for admission to
trading and official listing has been, or will be, filed for the
New Shares and the Treasury Shares in the temporary ISIN code, and
the temporary ISIN code will only be registered with Euronext
Securities Copenhagen (VP Securities A/S) for subscription of the
New Shares and for the Placing of the Treasury Shares. The
temporary ISIN code in Euronext Securities Copenhagen (VP
Securities A/S) will be merged with the permanent ISIN code for the
existing shares, DK0010272632, as soon as possible following
registration of the share capital increase for the New Shares with
the Danish Business Authority. The New Shares are expected to be
admitted to trading and official listing on Nasdaq Copenhagen A/S
on or around 31 May 2023.
Expected timetable for the
Placing
The Placing will be initiated immediately and can close at any
time.
Date |
Event |
24 May 2023 |
Pricing and
allocation - announcement of subscription price and result of the
Placing |
30 May 2023 |
Settlement and
payment against delivery of the Shares |
30 May 2023 |
Expected
registration of the capital increase with the Danish Business
Authority |
31 May 2023 |
Admission to
trading and official listing of the New Shares on Nasdaq Copenhagen
A/S |
1 June 2023 |
Merger of the
temporary ISIN of the New Shares and the Treasury Shares with the
ISIN of the existing shares |
The closing of the Placing is subject to the Placing not being
withdrawn prior to the registration of the capital increase and GN
making an announcement to that effect.
The New Shares and the Treasury Shares
The Placing comprises a total of up to 17,319,337 Shares of DKK
4.00 each comprising the New Shares and the Treasury Shares. The
New Shares, if the Placing is fully subscribed, will represent
10.0% of GN’s current registered share capital of DKK 548,773,512,
and will account for 9.1% of GN’s registered share capital upon
completion of the capital increase relating to the New Shares. The
Shares, if the Placing is fully subscribed and sold, will represent
12.6% of GN’s current registered share capital, and will account
for 11.5% of GN’s registered share capital upon completion of the
capital increase relating to the New Shares.
GN currently owns a total of 9.2 million treasury shares,
corresponding to 6.7% of GN’s total issued and registered share
capital. GN contemplates selling up to 3.6 million Treasury Shares
in the Placing corresponding to 2.6% of GN’s total issued and
registered share capital. The Treasury Shares offered for sale have
been acquired under previous share buybacks.
Following completion of the share capital increase for the New
Shares and assuming the New Shares are fully subscribed, the
registered share capital of GN will amount to DKK 603,650,860
divided into 150,912,715 shares of nominally DKK 4.00 each.
The New Shares will rank pari passu in all respects with
existing shares in GN. 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 GN’s register of shareholders.
If the Placing is oversubscribed and fully sold, an individual
allocation of the Shares will be made. Allocation of New Shares
will be made in advance of any allocation of Treasury Shares.
The Treasury Shares have the same rights as GN’s other existing
shares and will be sold without any pre-emption rights for existing
shareholders and new owners of any Treasury Share will be recorded
in GN’s register of shareholders.
Joint Global Coordinators
BNP PARIBAS, Danske Bank A/S, DNB Markets, a part of DNB Bank
ASA, J.P. Morgan SE, Nordea Danmark, filial af Nordea Bank Abp,
Finland, and Skandinaviska Enskilda Banken, Danmark, filial af
Skandinaviska Enskilda Banken AB (publ), Sverige, act as Joint
Global Coordinators and Joint Bookrunners in connection with the
Placing.
For further information, please contact:
Investors and analystsAnne Sofie Staunsbæk
Veyhe +45 45 75 85 06Rune Sandager +45 45 75 92 57 Press
and the media Steen Frentz Laursen +45 20 65 34 20
About GN GN facilitates communication between
people through intelligent hearing, audio, video, and gaming
technology. Inspired by people and driven by our passion for
innovation, we leverage technologies to deliver unique user
experiences that bring people closer through the power of sound and
vision.
GN was founded more than 150 years ago with a vision to connect
the world. Today, we proudly honor that legacy with our
world-leading expertise in the human ear, audio, video and speech,
wireless technologies, software, miniaturization, and collaboration
with leading technology partners. GN's solutions are marketed by
the brands ReSound, SteelSeries, Jabra, Beltone, Interton,
BlueParrott, Danavox and FalCom in 100 countries. Founded in 1869,
the GN Group employs 8,000 people and is listed on Nasdaq
Copenhagen (GN.CO).
Visit our homepage GN.com - and connect with us on LinkedIn,
Facebook and Twitter Important notice
This announcement does not constitute an offering memorandum or
a prospectus as defined by Regulation (EU) No. 2017/1129 of 14 June
2017 and nothing herein contains an offering of securities.
This announcement is not an offer to sell or a solicitation of
any offer to buy any securities issued by GN Store Nord A/S in any
jurisdiction where such offer or sale would be unlawful and the
announcement and the information contained herein are not for
distribution or release, directly or indirectly, in or into such
jurisdictions.
This announcement and the information contained herein are not
for distribution in or into the United States of America (including
its territories and possessions, any state of the United States of
America and the District of Columbia) (the “United
States”). This document does not constitute, or form part
of, an offer to sell, or a solicitation of an offer to purchase,
any securities in the United States. Any 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 offered or sold within the United
States absent registration or an applicable exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act. There is no intention to register any securities
referred to herein in the United States or to make a public
offering of the securities in the United States.
In any member state of the European Economic Area (“EEA
Member State”), other than Denmark, this announcement is
only addressed to, and is only directed at, investors in that EEA
Member State who fulfil the criteria for exemption from the
obligation to publish a prospectus, including qualified investors,
within the meaning of Regulation (EU) No. 2017/1129 of 14 June
2017.
In the United Kingdom, this announcement is only being
distributed to and is only directed at: (A) qualified investors, as
such term is defined in Article 2 of Regulation (EU) 2017/1129 as
it forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018; and who are also (B)(i) persons outside the
United Kingdom or (ii) investment professionals falling within
Article 19(5) of the U.K. Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the “Order”) or
(iii) high net worth entities falling within Article 49(2)(a) – (d)
of the Order (the persons described in (A) and (B)(i) through (iii)
above together being referred to as “relevant persons”). The
securities are only available to, and any invitation, offer or
agreement to subscribe, purchase or otherwise acquire such
securities will be engaged in only with, relevant persons. Any
person who is not a relevant person should not act or rely on this
document or any of its contents.
No prospectus will be made available in connection with the
matters contained in this announcement and no such prospectus is
required to be published.
This announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the GN’s securities. Any
investment decision to purchase or offer to purchase GN’s
securities in connection with the Placing must be made solely on
the basis of publicly available information, which has not been
independently verified by BNP PARIBAS, Danske Bank A/S, DNB
Markets, a part of DNB Bank ASA, J.P. Morgan SE, Nordea Danmark,
filial af Nordea Bank Abp, Finland, and Skandinaviska Enskilda
Banken, Danmark, filial af Skandinaviska Enskilda Banken AB (publ),
Sverige (the “Joint Global Coordinators”).
The Joint Global Coordinators and their affiliates are acting
exclusively for GN and no-one else in connection with the Placing.
They will not regard any other person as their respective clients
in relation to the Placing and will not be responsible to anyone
other than GN for providing the protections afforded to their
respective clients, nor for providing advice in relation to the
Placing, the contents of this announcement or any transaction,
arrangement or other matter referred to herein.
In connection with the Placing, the Joint Global Coordinators
and any of their affiliates, acting as investors for their own
accounts, may subscribe for or purchase shares in GN 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
GN or related investments in connection with the Placing or
otherwise. The Joint Global Coordinators 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 that can be identified
by words such as “believe”, “expect”, “anticipate”, “intends”,
“estimate”, “will”, “may”, “continue”, “should”, and similar
expressions. The forward-looking statements in this announcement
are based upon various assumptions, many of which are based, in
turn, upon further assumptions. Although GN 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. GN expressly disclaims any obligation
or undertaking to release any updates or revisions to the
forward-looking statements set forth herein. Accordingly, GN urges
readers not to place undue reliance on any of the forward-looking
statements set forth herein. The information, opinions and
forward-looking statements contained in this announcement speak
only as at its date, and are subject to change without notice.
The information in this announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction or
disclosure of this information in whole or in part is unauthorised.
Failure to comply with this directive may result in a violation of
the Securities Act or the applicable laws of other
jurisdictions.
This announcement does not constitute an invitation to
underwrite, subscribe for or otherwise acquire or dispose of any
securities in any jurisdiction. This announcement does not
constitute a recommendation concerning any investor’s option with
respect to the Placing. Each investor or prospective investor
should conduct his, her or its own investigation, analysis and
evaluation of the business and data described in this announcement
and publicly available information. The price and value of GN’s
securities can go down as well as up. Past performance is not a
guide to future performance.
Neither the content of GN's website nor any website accessible
by hyperlinks on GN's website is incorporated in, or forms part of,
this announcement.
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