BEWI – Contemplated private placement06-05-2021
BEWI – Contemplated private placement
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BEWI, a leading provider of packaging, components, and insulation solutions, today announces that the company contemplates a private placement of NOK 200 million. In addition, funds advised by the Verdane Group contemplates a secondary sale of shares of up to NOK 50 million.
BEWI ASA (“BEWi” or the “Company”) and the Verdane Funds (the “Selling Shareholder”) has retained Nordea Bank Abp, filial i Norge, and SpareBank 1 Markets AS as joint bookrunners (together, the “Managers”) to advise on and effect a contemplated private placement (the “Private Placement”) of up to NOK 250 million. The Private Placement consists of (i) new ordinary shares to raise gross proceeds of up to NOK 200 million (the “Primary Shares”) in the Company and (ii) a potential sale of existing shares (the “Secondary Shares” and together with the Primary Shares the “Offer Shares”) of up to NOK 50 million by the Selling Shareholder. The Selling Shareholder holds 22 500 000 shares (15.1 per cent) of the outstanding shares in the Company prior to transaction and is represented on the Board of Directors in the Company.
The final number of Primary Shares to be issued and Secondary Shares to be offered in the Private Placement will depend on the final subscription price per share (the “Offer Price”), which will be determined by the Company’s board of directors (the “Board”) in consultation with the Managers following an accelerated bookbuilding process.
The Selling Shareholder will have a discretionary right to determine the number of Secondary Shares to be sold in the Private Placement (if any), however so that the maximum number of Secondary Shares to be sold in the Private Placement will be determined by the Company’s Board in consultation with the Joint Bookrunners and the issuance of Primary Shares will take precedence over the sale of Secondary Shares.
The Company intends to use the net proceeds from the Primary Shares to primarily finance the recently announced acquisition of 54.21 per cent of the shares in IZOBLOK Spólka Akcyjna, instead of utilizing the acquisition finance facility, and to strengthen the financial flexibility for the Company’s M&A strategy.
The Private Placement will be directed towards Norwegian and international institutional investors, and other qualified investors, in each case subject to and in compliance with applicable exemptions from relevant prospectus, filing or registration requirements. The minimum subscription and allocation amount in the Private Placement will be the NOK equivalent of EUR 100,000, provided that the Company may, at its sole discretion in consultation with the Managers, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to applicable regulations, including the Norwegian Securities Trading Act and ancillary regulations, are available.
Frøya Invest AS, the Company’s largest shareholder, has pre-committed to subscribe for Offer Shares for a total amount equal to its pro-rata ownership of 55.32 per cent in the Company.
Kverva Industrier AS, the Company’s third largest shareholder, has pre-committed to subscribe for Offer Shares for a total amount equal to its pro-rata ownership of 9.84 per cent in the Company.
The issuance of the Primary Shares will be carried out by the Board based on an authorisation granted by the extraordinary general meeting held on 16 November 2020 (the “Authorisation”).
About BEWI and the acquisition of the Polish automotive company IZOBLOK
BEWI, founded in 1980, is a Norwegian company listed on the Oslo Børs. The Company is a leading provider of packaging, components, and insulation solutions, with 38 production facilities all over Europe, including eight recycling facilities.
On 28 April 2021, the Company announced that it had entered into an agreement to acquire a majority stake of the listed Polish company IZOBLOK, to strengthen its position in the automotive industry.
IZOBLOK is the market leader for components of expanded polypropylene (EPP) to the automotive industry in Europe. The group has four production facilities in Poland and Germany and produces more than 30 million EPP products annually. IZOBLOK is listed at the Warsaw Stock Exchange under ticker IZB.
The agreed consideration for 54.21 per cent of the shares in IZOBLOK, corresponding to 65.66 per cent of the voting rights, is approximately EUR 16.5 million, of which approximately EUR 13.5 million will be paid in cash and the remaining consideration will be settled through issuance of new shares in BEWI ASA.
“Our rationale for acquiring IZOBLOK is that we see a great potential for synergies between our two companies, related to our automotive business, but also related to other industries that we supply EPP components to. We believe the use of EPP components in cars is set to grow going forward,” says Christian Bekken, CEO of BEWI ASA. “Through this private placement of Primary Shares, we secure financing of the acquisition, as well as maintaining a solid financial position, enabling us to pursue further growth opportunities going forward, in line with our strategy,” Bekken continues.
Preliminary results for the first quarter of 2021
BEWI will publish the results for the first quarter of 2021 on 21 May 2021. Due to the contemplated Private Placement, the Company has today announced preliminary results for the quarter in a separate stock exchange notice.
The company recorded net sales of EUR 148.9 million for the first quarter of 2021, an increase of 42 per cent from the EUR 105.1 million reported for the corresponding quarter last year. Adjusted EBITDA came in at EUR 16.7 million, compared to EUR 14.8 million for the first quarter of 2020.
For more information about the preliminary results, see the separate announcement named “BEWI – Preliminary results for the first quarter of 2021.”
The Private Placement and Timeline
The bookbuilding period commence today at 16:30 CET and is expected to close at 08:00 CET tomorrow, 7 May 2021 (the “Bookbuilding Period”). The Bookbuilding Period may, at the sole discretion of the Company in consultation with the Managers, be shortened, extended, or cancelled at any time and for any reason without notice, and consequently, the Company may refrain from completing the Private Placement.
The Company will announce the final number of Offer Shares placed and the Offer Price in the Private Placement in a stock exchange notice expected to be published before the opening of trading tomorrow, 7 May 2021. Completion of the Private Placement is subject to (i) all necessary corporate resolutions being validly made by the Company, including the resolution by the Board to consummate the Private Placement and issue the Primary Shares, and (ii) payment being received for the Primary Shares allocated. Notification of allocation and payment instructions is expected to be issued to the applicants on or about 7 May 2021. The allocation will be made at the Board’s sole discretion in consultation with the Managers.
The Offer Shares allocated in the Private Placement are expected to be settled through a delivery versus payment transaction. The delivery versus payment settlement structure for the Primary Shares is facilitated through the delivery of existing and unencumbered shares in the Company, that are already admitted to trading on Oslo Stock Exchange, pursuant to a share lending agreement between Frøya Invest AS (as lender), the Company and SpareBank 1 Markets AS (on behalf of the Managers). The Primary Shares will thus be tradable from the time of allocation. The Managers will settle the share loan with a corresponding number of new shares in the Company to be issued by the Board pursuant to the Authorisation.
For further information, please contact:
Charlotte Knudsen, Director of IR and Communications BEWi ASA, tel: +47 9756 1959
Marie Danielsson, CFO BEWI ASA, tel: +46 70 661 0047
About BEWI ASA
BEWI is an international provider of packaging, components, and insulation solutions. The company’s commitment to sustainability is integrated throughout the value chain, from production of raw materials and end goods, to recycling of used products. With a vision to protect people and goods for a better every day, BEWI is leading the change towards a circular economy.
BEWI ASA is listed at the Oslo Børs under ticker BEWI.
The information is such that BEWI ASA is required to disclose in accordance with the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 16:30 CEST on 6 May 2021
This announcement is not and does not form a part of any public offer to sell, or a solicitation of a public offer to purchase, any securities of the Company. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures.
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 “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to “qualified institutional buyers” as defined in Rule 144A under the Securities Act.
In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression “Prospectus Regulation” means Regulation (EU) 2017/1129 as amended (together with any applicable implementing measures in any Member State).
This communication 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 communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
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 believe 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 their 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 Company does not make any guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this announcement.
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 Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.
Neither the Managers nor any of their affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the Managers nor any of its affiliates accepts any liability arising from the use of this announcement.
The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.