Lauritz.com publishes prospectus for listing on Nasdaq First North Premier in Stockholm

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE PRESS RELEASE.

Press release

Copenhagen 14 June, 2016

The online auction company Lauritz.com publishes prospectus for listing on Nasdaq First North Premier in Stockholm

The Board of Directors and the owners of Lauritz.com Group A/S (Lauritz.com or the Company) has re-applied for listing of the Company's shares on Nasdaq First North Premier in Stockholm on or around 22 June 2016. As previously communicated in a press release dated 9 June 2016, the Company has together with ABG Sundal Collier resolved to withdraw the offering pursuant to the prospectus published on 27 May 2016 (the Withdrawn Offering) and has today published a new prospectus with a fixed offer price of SEK 15 per share (the Offering). Please note that persons who subscribed in the Withdrawn Offering will have to subscribe again in this Offering should they want to participate in the Offering.

Bure Equity AB and Catella Fondförvaltning AB remain as cornerstone investors with commitments of 11.3 % and 7.5 % of the shares outstanding in the Company after the Offering, respectively. In addition, Swedbank Robur Fonder AB and Rite Internet Ventures Holding AB have, subject to certain conditions, committed to subscribe for shares corresponding to 8.0 % and 5.0 % of the shares outstanding in the Company after the Offering, respectively. In total, the cornerstone investors have committed to subscribe for shares, subject to certain conditions (such as the Offering being completed by no later than 30 June 2016), corresponding to approximately 31.8% of the shares outstanding in the Company after the Offering and 70.5 % of the Offering if the Offering is increased in full and provided that the overallotment option is fully utilised.

The Offering

The Offering is made to institutional investors in Sweden and abroad as well as to the general public in Denmark and Sweden. Please note that persons who subscribed in the withdrawn offering will have to subscribe again in this new Offering  The offer price has been set to SEK 15 per share (the Offer Price) by the Board of Directors and the Selling Shareholder in consultation with ABG Sundal Collier. The Offer Price to the general public will not exceed SEK 15 per share. Brokerage commission will not be charged The Offering consists of in total up to 14,787,879 shares, of which Lauritz.com offers 4,666,667 newly issued shares (New Shares) corresponding to gross proceeds of in total SEK 70 million and Lauritz.com Holding A/S (the Selling Shareholder) is offering up to 10,121,212 existing shares (Existing Shares) At the discretion of the Selling Shareholder, the total number of existing shares sold by the Selling Shareholder in the Offering may be increased by up to 1,848,485 shares (the Upsizing Shares) To cover overallotments or other short positions in the Offering, the Selling Shareholder will grant ABG Sundal Collier an option to acquire additional shares up to 10 % of the aggregate of the New Shares and Existing Shares at the Offer Price (the Overallotment Option). The Overallotment Option is exercisable, in whole or in part, for a period of 30 days from the first day of trading of the Shares on Nasdaq First North Premier Assuming that the Offering is fully subscribed for at the Offer Price, and that the Offering is increased by the Upsizing Shares and that the Overallotment Option is fully exercised, the total Offering will comprise up to 18,300,000 shares, corresponding to 45 percent of the total number of shares in the Company after the Offering The total value of the Offering (including the upsizing option) is SEK 250 million and SEK 275 million if the Overallotment Option is fully exercised Based on the Offer Price, the market value of the outstanding shares in Lauritz.com is SEK 610 million In addition to the Company receiving SEK 70 million in gross proceeds from the issue of New Shares, the Selling Shareholder has undertaken to settle its shareholder loan of approximately SEK 137 million to the Company through the proceeds received from the sale of Existing Shares. SEK 104 million of the proceeds received by the Company from the listing will be used for redemption of bonds with a nominal value of SEK 100 million. The redemption of bonds is subject to approval from bondholders. The ongoing written procedure will not be affected by the Offering. Bure Equity AB, Swedbank Robur Fonder AB, Catella Fondförvaltning AB and Rite Internet Ventures Holding AB have, subject to certain conditions, agreed to acquire shares in the Offering, at the same price per share as for other investors, corresponding to up to 31.8 % of the total number of outstanding shares and 70.5 % of the Offering assuming that the Offering is increased in full and provided that the Overallotment Option is fully utilised. For the separate cornerstone investors the commitment is up to 11.3 %, 8.0 %, 7.5 % and 5.0 % for Bure Equity AB, Swedbank Robur Fonder AB, Catella Fondförvaltning AB and Rite Internet Ventures Holding AB, respectively The general meeting of the shareholders of the Company shall aim to appoint a Board Member each representing Bure Equity AB and Rite Internet Ventures Holding AB Applications from the general public in Sweden and Denmark for acquisition of shares should be made during the period 15 June 2016 - 20 June 2016 The application period for institutional investors in Sweden and abroad will commence on 15 June 2016 and is expected to end on 21 June 2016 Expected first day of trading on Nasdaq First North Premier is 22 June 2016 and the shares will be traded under the ticker LAUR. The listing on Nasdaq First North Premier is subject to, among other things, Nasdaq First North Premier's approval of the distribution of the offer shares The settlement date is expected to be 27 June 2016

Comment from the CEO of Lauritz.com Group A/S Mette Rode Sundstrøm:

Lauritz.com has a strong track record of profitable growth with the ability to grow both organically and through acquisitions. We are dedicated to pursue our vision to do 'auctions to the people' and our mission to do 'quality auctions online' within art, design, antiquities and home luxury. Lauritz.com has been a pioneer since we launched in 1999, and we are keen to intensify our paradigm shift of the business, by migrating auctions online with focus on accessibility and convenience, while still holding on to classical auction values such as the expertise and viewing. Our strong focus on the middle market has resulted in 26 auction houses in 5 countries, approximately 2.5 million registered customer numbers and approximately 5.7 million online visits per month. We believe to have significant opportunities to continue our strong growth track, hand in hand with existing and new international customers, and together with our new investors. The proceeds we will receive from the primary issue and the repayment of the shareholder loan as well as partial repayment of the bond, will further help us solidify and develop our leading market position further going forward.

Comment from the Chairman and main owner of Lauritz.com Group A/S Bengt Sundström:

We are happy to be able to launch the amended offering with support from a strong institutional investor base in Bure Equity AB, Catella Fondförvaltning AB, Rite Internet Ventures Holding AB and Swedbank Robur Fonder AB. We also hope to see strong continued interest from retail investors that want to participate in our future journey. I have since the foundation of Lauritz.com focused on building a company with an easy inviting concept that can revolutionise the auction world by democratising the perception of the business and making it accessible for everybody to sell and by on auctions. I believe that the Company has created a unique position and organisation that is well positioned to capture the growth opportunities that exist on existing and new markets for the coming years. I will remain as the main owner in order to support the Company going forward within this new setting.  

Instructions for acquisition of shares

Applications from the general public for acquisition of shares should be made during the period 15 June 2016 - 20 June 2016 and relate to a minimum of 100 shares and a maximum of 50,000 shares[1] in even lots of 50 shares each. Applications must be made by using a certain application form which can be obtained from SEB and the Company. Applications can also be made through Avanza's and Nordnet's Internet services, see further information in the prospectus. Application forms will be made available on the website (www.lauritz.com), SEB's website for prospectuses (www.sebgroup.com/prospectus) as well as Avanza's website (www.avanza.com) and Nordnet's website (www.nordnet.se or www.nordnet.dk).

Please note that both persons who have subscribed in the withdrawn offering and new investors interested in subscribing for shares in this new offering will need to subscribe in this new offering.  

Institutional investors in Sweden and abroad are invited to participate from 15 May 2016 - 21 June 2016. Applications from institutional investors in Sweden and from abroad shall be submitted to ABG Sundal Collier.

Advisors

ABG Sundal Collier is Global Coordinator and financial advisor to the Company. Legal advisers to the Company is Linklaters Advokatbyrå Aktiebolag as to Swedish law, with LETT Law Firm P/S advising as to Danish law. Legal advisor to the Global Coordinator is Baker & McKenzie Advokatbyrå KB. Auditors of the company is Deloitte Statsautoriseret Revisionspartnerselskab.

For more information, please contact:

Mette Rode Sundstrøm, CEO

Claus Boysen, CFO

E-mail: shares@lauritz.com

For press requests please contact Christina Riis Hansen at christinar@lauritz.com or +45-26891905

IMPORTANT INFORMATION

This announcement is not and does not form a part of any offering or offer for sale of securities.

In any member state within the European Economic Area (EEA), other than Denmark and Sweden, that has implemented Directive 2003/71/EC as amended (together with any applicable implementing measures in any member State, the Prospectus Directive), this communication is only addressed to and is only directed to investors in that EEA member state who fulfill the criteria for exemption from the obligation to publish a prospectus, including qualified investors, within the meaning of the Prospectus Directive as implemented in each such EEA member state.

In certain jurisdictions, the publication or distribution of this press release may be subject to restrictions according to law and persons in those jurisdictions where this press release has been published or distributed should inform themselves about and abide by such restrictions.

This press release is not directed to persons located in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Japan, Australia, Hong Kong, New Zealand, Singapore, South Africa or in any other country where the offer or sale of securities is not permitted. This press release may not be announced, published or distributed, directly or indirectly, in or into the United States, Canada, Japan, Australia, Hong Kong, New Zealand, Singapore, South Africa or any other country where such action is wholly or partially subject to legal restrictions or where such action would require additional prospectuses, other offer documentation, registrations or other actions in addition to what follows from Swedish law. The information in this press release may not be forwarded, reproduced or disclosed in such a manner that would contravene such restrictions or would require such additional prospectuses, other offer documentation, registrations or other actions. Failure to comply with this instruction may result in a violation of the United States Securities Act of 1933, as amended (the Securities Act) or laws applicable in other jurisdictions.

No subscription of securities have been or will be registered under the Securities Act, or with any other securities regulatory authority of any state or other jurisdiction of the United States and no securities may be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, into or within the United States or on account of such persons other than pursuant to an exemption from, or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable securities laws of any state or jurisdiction of the United States. No public offering of securities will be is made in the United States. There is no intention to register any securities referred to herein in the United States or to make a public offering in the United States.

The securities referred to herein have also not been and will also not be registered under the applicable securities laws of Canada, Japan or Australia and, subject to certain exemptions, may not be offered or sold in or into or for the account or benefit of any person having a registered address in, or located or resident in, Canada, Japan or Australia. There will be no public offering of the securities described herein in Canada, Japan or Australia.

This announcement and any other materials in relation to the securities described herein are only directed to (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order) or (iii) high net worth companies, and other persons to whom it may be lawfully communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as relevant persons). The securities described herein are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire the securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on information contained herein.

Any offering to acquire or subscribe for the securities referred to in this communication will be made by means of a prospectus that will be provided by the Company and that will contain detailed information about the Company and management, as well as financial statements. This communication is an advertisement and not a prospectus for the purposes of the Prospectus Directive. Investors should not acquire any securities referred to in this communication except on the basis of information contained in a prospectus.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as believe, expect, anticipate, intends, estimate, will, may, continue, should and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions, such as no changes in existing political, legal, fiscal, market or economic conditions or in applicable legislation, regulations or rules (including, but not limited to, accounting policies, accounting treatments and tax policies), which, individually or in the aggregate, would be material to the results of operations of Lauritz.com or its ability to operate its banking and insurance businesses and that Laurtiz.com does not become a party to any legal or administrative processes that may have a material effect on the Company. Although the Company 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. In addition, the information, opinions, targets and forward-looking statements contained in this announcement are not guarantees of future financial performance and the actual results of Lauritz.com could differ materially from those expressed or implied by these forward-looking statements. Accordingly, Lauritz.com urges readers not to place undue reliance on any of the statements set forth above.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.

[1] Parties who wish to subscribe for more than 50,000 Offer Shares must contact the Global Coordinator in accordance with what is stipulated in section The institutional offering in the prospectus

Press release 14 06 2016


This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Lauritz.com A/S via Globenewswire
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