GN Store Nord A/S announces successful completion of directed issue
and private placing of new shares and existing treasury shares,
raising gross proceeds of approximately DKK 2.75 bn
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN WHOLE OR IN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 successful completion of
directed issue and private placing of new shares and existing
treasury shares, raising gross proceeds of approximately DKK 2.75
bn
GN Store Nord A/S ("GN") hereby announces the
completion of an accelerated bookbuild process of a total of
17,319,337 shares (nominally DKK 69,277,348) of each DKK 4.00
comprising 13,719,337 new shares (the “New
Shares”) and 3,600,000 existing treasury shares (the
“Treasury Shares” and together with the New
Shares, the “Shares”) at an offer price of DKK 160
per share, raising gross proceeds to GN of approximately DKK 2.75
bn (the "Placing").
On 24 May 2023, GN launched the Placing of New Shares and
Treasury Shares at market price in connection with a private
placement.
The Placing has now been successfully completed as a private
placement in the form of a utilization of the Board of Directors’
authorization to increase the share capital and issue New Shares
without pre-emptive rights for GN’s existing shareholders and a
sale of Treasury Shares.
As the Placing was oversubscribed, an individual allocation of
the Shares was made. The Placing was made pursuant to applicable
exemptions under Regulation (EU) no. 2017/1129 of 14 June 2017 on
the prospectus to be published when securities are offered to the
public or admitted to trading on a regulated market, as amended
from the obligation to publish a prospectus.
The proceeds of the Placing are intended to be used for
repayment of debt facilities.
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.
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 (the "Existing Shares”),
DK0010272632, as soon as possible following registration of the
share capital increase 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 under the
permanent ISIN code.
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.
Date |
Event |
30 May 2023 |
Settlement and
payment for 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 New Shares and the Treasury Shares
Following completion of the share capital increase for the New
Shares, the registered share capital of GN will amount to nominally
DKK 603,650,860 divided into 150,912,715 shares of nominally DKK
4.00 each.
The New Shares represent 10% of GN’s total registered share
capital before the capital increase and will account for
approximately 9.1 % of GN’s total registered share capital upon
completion of the capital increase. Subject to settlement, a share
capital increase will be registered with the Danish Business
Authority and the share capital of GN will hereafter consist of
150,912,715 shares of nominally DKK 4.00 each, equivalent to a
total share capital of nominally DKK 603,650,860. The number of
voting rights in GN will after registration of the share capital
increase amount to a total of 603,650,860 voting rights.
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.
The Treasury Shares have the same rights as GN’s other existing
shares. New owners of any Treasury Share will be recorded in GN’s
share register.
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 (the
“Company”) 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 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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