TIDM0KGP TIDMKGP
RNS Number : 4853P
Kingspan Group PLC
10 October 2023
The Offer is not being made, and this press release may not be
distributed, directly or indirectly, in or into, nor will any
tender of shares be accepted from or on behalf of holders in
Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or
the United States, or any other jurisdiction in which the making of
the Offer, the distribution of this press release or the acceptance
of any tender of shares would contravene applicable laws or
regulations or require further offer documents, filings or other
measures in addition to those required under Swedish law or
otherwise contemplated in connection with the Offer. Shareholders
should refer to the offer restrictions included in the section
titled "Important information" at the end of this press release and
in the offer document which will be published before the beginning
of the acceptance period for the Offer.
KINGSPAN ANNOUNCES A MANDATORY CASH OFFER TO THE SHAREHOLDERS IN
NORDIC WATERPROOFING HOLDING
Kingspan Holdings (IRL) Limited ("Kingspan") hereby announces a
mandatory cash offer to the shareholders of Nordic Waterproofing
Holding AB (publ) ("Nordic Waterproofing" or the "Company") to
tender any and all shares in Nordic Waterproofing to Kingspan at a
price of SEK 160 in cash per share (the "Offer"). The shares in
Nordic Waterproofing are listed on Nasdaq Stockholm, Mid Cap.
The Offer is announced following Kingspan's announcement on 13
September 2023 that it had acquired shares in Nordic Waterproofing
to such extent that the mandatory bid threshold of 30 per cent of
the voting rights in Nordic Waterproofing had been crossed and that
Kingspan, within four weeks thereafter, intended to launch a
mandatory public offer for the remaining shares in Nordic
Waterproofing.
The Offer in brief
-- Kingspan offers SEK 160 in cash per share in Nordic Waterproofing (the "Offer Price").
-- The Offer values all of the shares in Nordic Waterproofing to
approximately SEK 3,853[1] million. The total value of the Offer,
based on the 16,630,205 outstanding shares in Nordic Waterproofing,
which are not owned by Kingspan, amounts to approximately SEK
2,661[2] million.
-- The Offer Price represents a:
-- premium of 13.8 per cent compared to the closing price of SEK
140.6 for the Nordic Waterproofing share on Nasdaq Stockholm on 13
September 2023 (being the last day of trading before Kingspan
announced that the mandatory bid threshold was crossed);
-- discount of 1.2 per cent compared to the closing price of SEK
162.0 for the Nordic Waterproofing share on Nasdaq Stockholm on 9
October 2023 (being the last day of trading before the announcement
of the Offer);
-- premium of 1.8 per cent compared to Nordic Waterproofing's
volume-weighted average share price for the shares on Nasdaq
Stockholm during the last 90 days of trading up to and including 9
October 2023; and
-- premium of 2.7 per cent compared to Nordic Waterproofing's
volume-weighted average share price for the shares on Nasdaq
Stockholm during the last 180 days of trading up to and including 9
October 2023.
-- Kingspan holds shares in Nordic Waterproofing corresponding
to approximately 30.9[3] per cent of the total number of shares and
votes in Nordic Waterproofing.
-- The completion of the Offer is conditional upon receipt of
all necessary competition clearances, as set out below.
-- The acceptance period for the Offer is expected to commence
on or about 23 November 2023 and expire on or about 1 February 2024
.
Gene Murtagh, Chief Executive Officer of Kingspan, comments:
"We have admired Nordic Waterproofing for some time due to its
strong product and service offering across the Nordic region. It is
a complementary geographical fit with our expanding Roofing and
waterproofing division. We will continue to develop the business
regionally with an enhanced range of roofing solutions. It is a
great validation of the attractiveness of our offer that so far
several of the Company's larger shareholders have sold their shares
to Kingspan. Remaining shareholders will now receive a mandatory
offer at the same level" says Gene Murtagh, Chief Executive Officer
at Kingspan.
Background and reasons for the Offer and the mandatory bid
obligation
During August 2022, Kingspan acquired shares in Nordic
Waterproofing, corresponding to approximately 24.1[4] per cent of
the shares and votes in the Company, and has since then been the
largest shareholder in Nordic Waterproofing.
The Offer is being made since Kingspan, on 13 September 2023,
announced that it had acquired additional shares in Nordic
Waterproofing at a price of SEK 160 in cash per share and thereby
increased its shareholding to approximately 30.9[5] per cent.
Thereby, the mandatory bid threshold of 30 per cent of the voting
rights in Nordic Waterproofing was crossed. The Offer set out
herein is thus made in accordance with the Swedish rules on
mandatory offers in Chapter 3, Section 1 of the Swedish Takeovers
Act (Sw. lag (2006:451) om offentliga uppköpserbjudanden på
aktiemarknaden) (the "Takeovers Act") as well as Nasdaq Stockholm's
takeover rules (the "Takeover Rules").
Nordic Waterproofing enjoys a long-standing reputation for
excellence, a proud heritage of market leading innovation and a
strong brand in the manufacture of high quality waterproofing
solutions across Sweden, Denmark and other international markets.
This makes Nordic Waterproofing a good fit for Kingspan's portfolio
and aligns it with Kingspan's own goals. The acquisition supports
the strategy of Kingspan by establishing a presence in the
waterproofing segment across the Nordic region.
Management and employees
Kingspan does not plan any changes regarding Nordic
Waterproofing's operations or its management or employees as a
result of the Offer (including employment terms and conditions), or
for the employment at the locations where Nordic Waterproofing
operates. Kingspan does currently not have any strategic plans for
Nordic Waterproofing that may have an impact on employment or the
locations where the Company operates. Following completion of the
Offer, and after careful consideration, Kingspan will evaluate
these matters and how the Company can best be developed.
The Offer
Consideration and acceptance period
Kingspan offers SEK 160 in cash per share in Nordic
Waterproofing.
Should Nordic Waterproofing, prior to the settlement of the
Offer, distribute dividends or in any other way distribute or
transfer value to its shareholders with a record date occurring
prior to the commencement of settlement under the Offer, or issue
new shares or take any similar actions resulting in a reduction of
the value per share in Nordic Waterproofing, the Offer Price will
be adjusted accordingly.
No commission will be charged in connection with the Offer.
The acceptance period for the Offer is expected to commence on
or about 23 November 2023 and expire on or about 1 February
2024.
Premium
The Offer Price represents a:
-- premium of 13.8 per cent compared to the closing price of SEK
140.6 for the Nordic Waterproofing share on Nasdaq Stockholm on 13
September 2023 (being the last day of trading before Kingspan
announced that the mandatory bid threshold was crossed);
-- discount of 1.2 per cent compared to the closing price of SEK
162.0 for the Nordic Waterproofing share on Nasdaq Stockholm on 9
October 2023 (being the last day of trading before the announcement
of the Offer);
-- premium of 1.8 per cent compared to Nordic Waterproofing's
volume-weighted average share price for the shares on Nasdaq
Stockholm during the last 90 days of trading up to and including 9
October 2023; and
-- premium of 2.7 per cent compared to Nordic Waterproofing's
volume-weighted average share price for the shares on Nasdaq
Stockholm during the last 180 days of trading up to and including 9
October 2023.
The total value of the Offer
The Offer values all of the shares in Nordic Waterproofing to
approximately SEK 3,853[6] million. The total value of the Offer,
based on the 16,630,205 shares in Nordic Waterproofing, which are
not owned by Kingspan, amounts to approximately SEK 2,661[7]
million.
Kingspan's shareholding in Nordic Waterproofing
As per the date of the Offer, Kingspan owns 7,453,730 shares in
Nordic Waterproofing, corresponding to approximately 30.9[8] per
cent of the total number of shares and votes in Nordic
Waterproofing. Neither Kingspan nor any of its closely related
parties hold any other financial instruments that provide a
financial exposure to the shares in Nordic Waterproofing.
During the six months preceding the announcement of the Offer,
neither Kingspan nor any of its closely related companies or other
closely related parties have acquired shares in Nordic
Waterproofing at a price higher than the Offer Price.
Kingspan may acquire, or take measures to acquire, additional
shares or other securities in Nordic Waterproofing outside the
Offer. Information on such acquisitions or measures will be
announced in accordance with applicable rules and regulations.
Conditions for completion of the Offer
Completion of the Offer is conditional upon the Offer and the
acquisition of Nordic Waterproofing receiving all necessary
regulatory, governmental or similar clearances, approvals and
decisions, including approvals and clearances from competition
authorities, in each case on terms which, in Kingspan's opinion,
are acceptable.
According to Kingspan's assessment, the transaction will require
merger approval from the EU Commission.
Kingspan reserves the right to withdraw the Offer in the event
that it becomes clear that the above condition is not satisfied or
cannot be satisfied. However, the Offer may only be withdrawn where
the non-satisfaction of the condition is of material importance to
Kingspan's acquisition of Nordic Waterproofing or if otherwise
approved by the Swedish Securities Council (Sw.
Aktiemarknadsnämnden). Further, Kingspan reserves the right to
waive, in whole or in part, the above condition.
Financing of the Offer
The consideration payable in respect of the Offer will be fully
financed by Kingspan's own cash and credit facilities. Hence,
Kingspan has sufficient cash resources to satisfy in full the
consideration payable in the Offer.
Statement from the Board of Directors of Nordic
Waterproofing
The Board of Directors of Nordic Waterproofing is expected to,
in accordance with the Takeover Rules, announce its opinion of the
Offer no later than two weeks prior to the expiry of the acceptance
period.
Statement from the Swedish Securities Council
The Swedish Securities Council has, in statement AMN 2023:47,
granted Kingspan an exemption from the obligation to direct the
Offer to shareholders in Nordic Waterproofing residing in
jurisdictions outside of the EEA. The complete statement is
available at www.aktiemarknadsnamnden.se.
Kingspan in brief
Kingspan is an Ireland-based building materials company with
headquarters in Kingscourt, Ireland. The company was founded in the
1960's by Eugene Murtagh who is also the largest shareholder of the
company. Kingspan has been listed on the Irish Stock Exchange since
1989.
Kingspan operates through five divisions: Insulated Panels,
Insulation, Light, Air & Water, Data & Flooring and Roofing
& Waterproofing. In 2022, total sales amounted to approximately
EUR 8.3 billion with an EBITDA close to EUR 1 billion. For more
information, visit www.kingspangroup.com.
Preliminary timetable
-- Publication of the offer document: On or about 22 November 2023
-- Acceptance period: On or about 23 November 2023 - 1 February 2024
-- Commencement of settlement: On or about 8 February 2024
The aforementioned dates are indicative and may be subject to
changes. Kingspan reserves the right to extend the acceptance
period for the Offer, as well as to postpone the settlement date. A
notice of any such extension or postponement will be announced by
Kingspan by means of a press release in accordance with applicable
laws and regulations.
Compulsory redemption proceedings and delisting
Should Kingspan, whether in connection with the Offer or
otherwise, acquire shares representing more than 90 per cent of the
total number of shares in Nordic Waterproofing, Kingspan intends to
commence compulsory redemption proceedings under the Swedish
Companies Act (2005:551) (Sw. aktiebolagslagen (2005:551)) to
acquire all remaining shares in Nordic Waterproofing and to promote
delisting of Nordic Waterproofing's shares from Nasdaq
Stockholm.
Governing law and disputes
The Offer and the agreements entered into between Kingspan and
the shareholders in Nordic Waterproofing in relation to the Offer,
shall be governed by and be interpreted in accordance with Swedish
law. Disputes concerning, or arising in connection with the Offer,
shall be settled exclusively by Swedish courts, with Stockholm
District Court (Sw. Stockholms tingsrätt) as first instance.
The Takeover Rules and the Swedish Securities Council's rulings
and statements regarding interpretation and application of the
Takeover Rules, including, where applicable, the Swedish Securities
Council's former interpretations of the Swedish Industry and
Commerce Stock Exchange Committee's rules on public offers (Sw.
Näringslivets Börskommittés Regler om offentliga uppköpserbjudanden
på aktiemarknaden ), are applicable to the Offer. Furthermore,
Kingspan has, in accordance with the Takeovers Act, on 6 October
2023 contractually undertaken, in writing, towards Nasdaq Stockholm
AB to comply with the aforementioned rules and statements and to
submit to any sanctions that can be imposed on Kingspan by Nasdaq
Stockholm AB in the event of a breach of the Takeover Rules.
Advisors
Lazard is financial advisor and Advokatfirman Cederquist is
legal advisor to Kingspan in connection with the Offer. Linklaters
is legal advisor to Kingspan in relation to competition law in
connection with the Offer.
Kingspan Holdings (IRL) Limited
The Board of Directors
Kingspan discloses the information provided herein pursuant to
the Takeovers Act and the Takeover Rules. The information was
submitted for publication on 10 October 2023 at 08.00 (CEST).
For additional information please contact:
Lorcan Dowd
Company Secretary
+ 353 (0)42 9698000
Information about the Offer is available at:
www.kingspan.com/NWG-OFFER
Important information
The Offer, pursuant to the terms and conditions presented in
this press release, is not being made to persons whose
participation in the Offer requires that an additional offer
document is prepared or registration effected or that any other
measures are taken in addition to those required under Swedish law
and regulations or otherwise contemplated in connection with the
Offer.
This press release and any other documentation related to the
Offer are not being distributed and must not be mailed or otherwise
distributed or sent in or into any country in which the
distribution or offering would require any such additional measures
to be taken or would be in conflict with any law or regulation in
such country - any such action will not be permitted or sanctioned
by Kingspan. Any purported acceptance of the Offer resulting
directly or indirectly from a violation of these restrictions may
be disregarded.
The Offer is not being and will not be made, directly or
indirectly, in or into, by use of mail or any other means or
instrumentality of interstate or foreign commerce of, or any
facilities of a national securities exchange of Australia, Canada,
Hong Kong, Japan, New Zealand, South Africa or the United States.
This includes, but is not limited to e-mail, social media,
telephone, the internet, and other forms of electronic
transmission. The Offer cannot be accepted and shares may not be
tendered in the Offer by any such use, means, instrumentality or
facility of, or from within Australia, Canada, Hong Kong, Japan,
New Zealand, South Africa or the United States or by persons
located or resident in any of these jurisdictions. Accordingly,
this press release and any other documentation related to the Offer
are not being and should not be mailed or otherwise transmitted,
distributed, forwarded or sent in or into Australia, Canada, Hong
Kong, Japan, New Zealand, South Africa or the United States or to
any Australian, Canadian, Hong Kong, Japanese, New Zealand, South
African or U.S. persons or any persons located or resident in
Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or
the United States.
Any purported tender of shares in the Offer resulting directly
or indirectly from a violation of these restrictions will be
invalid and any purported tender of shares made by a person located
in Australia, Canada, Hong Kong, Japan, New Zealand, South Africa
or the United States or any agent, fiduciary or other intermediary
acting on a non-discretionary basis for a principal giving
instructions from or within any of these jurisdictions will be
invalid and will not be accepted. Each person who holds shares and
participates in the Offer will certify to not being an Australian,
Canadian, Hong Kong, Japanese, New Zealand, South African or U.S.
person, not being located or participating in the Offer from
Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or
the United States and not acting on a non-discretionary basis for a
principal in any of these jurisdictions, or that is located in or
giving order to participate in the Offer from any of these
jurisdictions. Kingspan will not deliver any consideration relating
to the Offer to Australia, Canada, Hong Kong, Japan, New Zealand,
South Africa or the United States.
Banks, brokers, dealers and other nominees holding shares for
persons in Australia, Canada, Hong Kong, Japan, New Zealand, South
Africa or the United States must not forward this press release or
any other document related to the Offer to such persons.
The "United States" and "U.S." in this section refers to the
United States of America (its territories and possessions, any
state of the United States and the District of Columbia).
The Offer, the information and documents contained in this press
release are not being made, and have not been approved, by an
authorised person for the purposes of section 21 of the Financial
Services and Markets Act 2000, as amended (the "FSMA"). The
communication of the information and documents contained in this
press release to persons in the United Kingdom is exempt from the
restrictions on financial promotions in section 21 of the FSMA on
the basis that it is a communication by or on behalf of a body
corporate which relates to a transaction to acquire shares in a
body corporate and the object of the transaction may reasonably be
regarded as being the acquisition of day to day control of the
affairs of that body corporate within article 62 (Sale of body
corporate) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005.
This press release has been published in Swedish and English. In
the event of any discrepancy in content between the two language
versions, the Swedish version shall prevail.
Forward-looking information
Information in this press release relating to future events or
circumstances, including information regarding future results,
growth and other projections as well as benefits of the Offer, are
forward-looking information. Such information may generally, but
not always, be identified by the use of words such as
"anticipates", "expects", "believes", or similar expressions.
By its nature, forward-looking information involves risk and
uncertainty, because it relates to events which depend on
circumstances that may occur in the future. Due to several factors,
of which a number of them are outside Kingspan's control, there are
no guarantees to that actual results will not materially differ
from the results expressed or implied by the forward-looking
information. Any such forward-looking information only applies as
per the date it was given and Kingspan has no obligation (and
undertakes no such obligation) to update or revise it, whether as a
result of new information, future events or otherwise, except as
required by applicable laws and regulations.
[1] Based on 24,083,935 shares in Nordic Waterproofing
(including 91,946 shares held in treasury by Nordic Waterproofing).
Excluding the shares which are owned by Nordic Waterproofing, the
Offer value corresponds to SEK 3,839 million.
[2] Based on 24,083,935 shares in Nordic Waterproofing
(including 91,946 shares held in treasury by Nordic Waterproofing).
Excluding the shares which are owned by Nordic Waterproofing, the
Offer value corresponds to SEK 2,646 million.
[3] Based on 24,083,935 shares in Nordic Waterproofing
(including 91,946 shares held in treasury by Nordic Waterproofing).
Excluding the shares which are owned by Nordic Waterproofing, the
shareholding corresponds to 31.1 per cent of the shares and votes
in Nordic Waterproofing.
[4] Based on 24,083,935 shares in Nordic Waterproofing
(including 91,946 shares held in treasury by Nordic Waterproofing).
Excluding the shares which are owned by Nordic Waterproofing, the
shareholding corresponds to 24.2 per cent of the shares and votes
in Nordic Waterproofing.
[5] Based on 24,083,935 shares in Nordic Waterproofing
(including 91,946 shares held in treasury by Nordic Waterproofing).
Excluding the shares which are owned by Nordic Waterproofing, the
shareholding corresponds to 31.1 per cent of the shares and votes
in Nordic Waterproofing.
[6] Based on 24,083,935 shares in Nordic Waterproofing
(including 91,946 shares held in treasury by Nordic Waterproofing).
Excluding the shares which are owned by Nordic Waterproofing, the
Offer value corresponds to SEK 3,839 million.
[7] Based on 24,083,935 shares in Nordic Waterproofing
(including 91,946 shares held in treasury by Nordic Waterproofing).
Excluding the shares which are owned by Nordic Waterproofing, the
Offer value corresponds to SEK 2,646 million.
[8] Based on 24,083,935 shares in Nordic Waterproofing
(including 91,946 shares held in treasury by Nordic Waterproofing).
Excluding the shares which are owned by Nordic Waterproofing, the
shareholding corresponds to 31.1 per cent of the shares and votes
in Nordic Waterproofing.
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END
OFFEAFENELKDFAA
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