Ice Group ASA: announcement of terms of the initial public offering
27 November 2018
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Oslo, 27 November 2018 – Reference is made to the announcement dated 15 November 2018 where Ice Group ASA ("Ice Group" or the "Company", OSE ticker “ICE”) announced its intention to launch an initial public offering (the “IPO” or “Offering”). Ice Group has today resolved the terms of an IPO and will apply for a listing of its shares on Oslo Børs.
Subject to approval of the listing application to be submitted to Oslo Børs on or about 27 November 2018, approval of a prospectus for the IPO and Offering, a successful completion of the Offering, and satisfaction of any conditions set by Oslo Børs, the shares of the Company are expected to be admitted to listing and commence trading on Oslo Børs on an "if issued" basis on or about 12 December 2018. Unconditional trading is expected to commence on or about 14 December 2018.
The subscription price for the Offer Shares (as defined below) shall be determined by the board of directors of the Company following a bookbuilding period on the basis of an indicative price range of NOK 40 and NOK 58 per Offer Share, corresponding to an equity value of the Company on a 100% basis of between NOK 5,063 million and NOK 7,341 million before issuance of New Shares (as defined below). Following issuance of the New Shares the corresponding equity value of the Company is between approximately NOK 8,063 and NOK 10,341 million. The final price per Offer Share may, however, be set above or below the indicative price range.
The Company intends to raise gross proceeds of approximately NOK 3 billion, prior to the exercise of an over-allotment option, by offering up to 75 million (if assuming pricing at the low-end of the indicative price range) newly issued common shares of the Company (the "New Shares") in the Offering. The Company intends to use net proceeds from the New Shares to finance Ice Group’s strategy to further expand its network buildout in Norway, network costs, certain interest on debt payments in addition to general corporate purposes and to fund working capital needs.
In addition, the Joint Bookrunners (as defined below) may elect to over-allot a number of additional securities equaling up to 15% of the final number of New Shares sold in the Offering (the “Additional Shares” and together with the New Shares the "Offer Shares"). In this respect, the current majority owner in the Company, AI Media Holdings (NMT) LLC (“AI Media”), is expected to grant to DNB Markets (as defined below), on behalf of the Joint Bookrunners, a lending option to borrow a number of shares equal to the number of Additional Shares in order to facilitate such over-allotment. Further, the Company is expected to grant to DNB Markets, on behalf of the Joint Bookrunners, a right to subscribe, at the offer price in the Offering, for a number of shares up to the number of Additional Shares, in order to facilitate re-delivery of the borrowed shares (the "Over-allotment Option"). The Over-allotment Option may be exercised, in whole or in part, within a 30-day period commencing the day on which "if issued" trading in the Company's shares on Oslo Børs commences.
AI Media intends to remain a substantial shareholder after the IPO and has indicated that it intends to subscribe for Offer Shares at the offer price in the amount of up to NOK 400 million. Jorg Mohaupt has also indicated his intention to subscribe for Offer Shares at the offer price in the amount of between approx. NOK 170 million – NOK 255 million, subject to determination of the offer price. A limited number of management owned shares are intended to be sold following the IPO to cover direct costs and taxes resulting from exercise of options, which become available in December 2018. Management is nonetheless expected to increase its aggregate net shareholding in the Company through such exercise.
The Company will receive the net proceeds from the issue of the New Shares and any exercise of the Over-allotment Option.
The Offering comprises of:
An institutional offering, in which Offer Shares are being offered to (i) institutional and professional investors in Norway, (ii) institutional investors outside Norway and the United States, subject to applicable exemptions from applicable local prospectus or other filing requirements, and (iii) investors in the United States who are reasonably believed to be "qualified institutional buyers" ("QIBs"), as defined in, and in reliance on, Rule 144A under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”). The institutional offering is subject to a lower limit per application of NOK 2,500,000.
A retail offering, in which Offer Shares are being offered to the public in Norway subject to a lower limit per application of an amount of NOK 10,500 and an upper limit per application of NOK 2,499,999 for each investor. Investors who intend to place an order in excess of NOK 2,499,999 must do so in the institutional offering.
Conditions for the Offering
Completion of the Offering is conditional upon the board of Oslo Børs, in a meeting expected to be held on or about 4 December 2018, approving the application for listing of the shares in the Company and the satisfaction of the conditions for admission to trading set by Oslo Børs, which are expected to be that (a) Ice Group has in excess of 500 shareholders not connected to the Company, each holding securities with a value of at least NOK 10,000, (b) there will be a minimum free float of the shares of the Company of at least 25%, and (c) Ice Group receiving gross proceeds of no less than NOK 2.15 billion through the issue of the New Shares (expected to be fulfilled through the Offering). Completion of the Offering is otherwise conditional on (i) the Company, in consultation with the Joint Bookrunners, having approved the offer price, number and allocation of Offer Shares in the Offering, provided that the gross proceeds to the Company is approximately NOK 3 billion, (ii) the Company and the Joint Bookrunners having entered into an underwriting agreement, (iii) satisfaction of the conditions precedent contained in the underwriting agreement, and (iv) the underwriting agreement not having been terminated in accordance with its terms. There can be no assurance that these conditions will be satisfied. If the conditions are not satisfied, the Offering may be revoked or suspended.
The further details of the IPO and its terms will be set out in a prospectus prepared by the Company in connection with the IPO (the "Prospectus"). The Prospectus is expected to be approved by the Financial Supervisory Authority of Norway today, 27 November 2018. The Prospectus and the application form for the retail offering will, subject to regulatory restrictions in certain jurisdictions, be available at www.icegroup.com, www.dnb.no/emisjoner, www.carnegie.no and www.paretosec.com/prospectus-transactions.php. Hard copies of the Prospectus can be obtained free of charge by contacting either of the Joint Bookrunners.
Timeline and offer period
Subject to timely approval of the Prospectus, the bookbuilding period for the institutional offering will start on 28 November 2018 at 09:00 hours (CET) and run until 14:00 hours (CET) on 11 December 2018. The application period for the retail offering will start on 28 November 2018 at 09:00 hours (CET) and run until 12:00 hours (CET) on 11 December 2018. The bookbuilding period and the application period may be shortened or extended at any time.
DNB Markets (a part of DNB Bank ASA) and UBS Limited are acting as Joint Global Coordinators and Joint Bookrunners in the IPO; Carnegie AS and Pareto Securities AS are acting as Joint Bookrunners in the IPO.
Advokatfirmaet BAHR AS and Freshfields Bruckhaus Deringer LLP are acting as legal advisors to the Company. Advokatfirmaet Thommessen AS and Cleary Gottlieb Steen & Hamilton LLP are acting as legal advisors to the Joint Bookrunners.
Corporate Communications AS is acting as communications and media advisor to the Company.
About Ice Group
Ice Group is a Scandinavian telecommunications company with nationwide networks within each of its territories. In Norway, the company operates a pure 4G mobile network, providing smartphone, m2m, IoT and mobile broadband services to B2C and B2B customers. Its Norwegian business was the fastest growing mobile network operator in Europe in 2017. Ice Group also offers mobile broadband, m2m and IoT services in Sweden and Denmark through its own network. For more information, see www.icegroup.com.
Investors: Henning Karlsrud, CFO of Ice Group, +47 930 45 389
Media: Endre Aaberg Johansen, Corporate Communications AS, +47 41 61 06 05, email email@example.com
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. None of DNB Markets (a part of DNB Bank ASA), UBS Limited, Carnegie AS and Pareto Securities AS (the “Joint Bookrunners”) or any of their respective affiliates or any of their respective directors, officers, employees, advisors or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. This announcement has been prepared by and is the sole responsibility of the Company.
Neither this announcement nor any copy of it may be made or transmitted into the United States, or distributed, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia). Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into Australia, Canada, Japan, South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction, or to any persons in any of those jurisdictions, except in compliance with applicable securities laws. The distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase or subscribe for, any securities referred to in this announcement to any person in any jurisdiction, including, Australia, Canada, Japan, South Africa or the United States or in any jurisdiction to whom or in which such offer or solicitation is unlawful.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or any securities laws of any state or other jurisdiction of the United States and may not be offered or sold within the United States absent registration or an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with applicable U.S. state securities laws. The Company does not intend to register any securities referred to herein in the United States or to conduct a public offering of securities in the United States.
This announcement is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This announcement must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons. Persons distributing this announcement must satisfy themselves that it is lawful to do so.
Any offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is an advertisement and does not constitute a prospectus for the purposes of the Prospectus Directive. The expression "Prospectus Directive" means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in each Member State. The prospectus to be prepared by the Company pursuant to the Prospectus Directive and approved by the competent authority in Norway can, following publication, be obtained on the Company's website, subject to regulatory restrictions, and will be available from the Company's registered office. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the Prospectus. Before purchasing any Shares, persons viewing this announcement should ensure that they fully understand and accept the risks set out in the aforementioned prospectus. The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any Shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor.
In any EEA Member State other than Norway, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State.
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", "strategy", "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. 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.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. Each of the Company, the Joint Bookrunners and their respective affiliates expressly disclaim any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.
This announcement does not constitute a recommendation concerning the Offering. The price and value of securities and any income from them can go down as well as up. Past performance is not a guide to future performance. Information in this announcement or any of the documents relating to the Offering cannot be relied upon as a guide to future performance. There is no guarantee that the listing on Oslo Børs will occur and you should not base your financial decisions on the Company's intentions in relation to the listing at this stage. Potential investors should consult a professional advisor as to the suitability of the Offering for the entity concerned. UBS Limited is authorised by the Prudential Regulation Authority ("PRA") and regulated by the PRA and the Financial Conduct Authority ("FCA") and DNB Markets (a part of DNB Bank ASA), Carnegie AS and Pareto Securities AS are authorised and regulated by the Financial Supervisory Authority of Norway (the "Norwegian FSA").
The Joint Bookrunners and their affiliates are acting exclusively for the Company and no-one else in connection with the intended IPO. They will not regard any other person as their respective clients in relation to the intended IPO and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the intended IPO, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Offering, the Joint Bookrunners and any of their affiliates, acting as investors for their own account, may subscribe for or purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts such shares and other securities of the Company or related investments in connection with the contemplated IPO or otherwise. Accordingly, references in any prospectus, if published, to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, such Joint Bookrunners and any of their affiliates acting as investors for their own accounts. The Joint Bookrunners 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.