HusCompagniet announces intention to launch an Initial Public Oﬀering on Nasdaq Copenhagen
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This announcement does not constitute an oﬀering circular or a prospectus as deﬁned by Regulation (EU) No. 2017/1129 of 14 June 2017 and nothing herein shall be construed as an oﬀering of securities. No one should purchase any securities in HusCompagniet A/S (“HusCompagniet” or the "Company") except on the basis of information in any oﬀering circular or prospectus published by the Company in connection with the potential oﬀering and admission of such securities to trading and oﬃcial listing on Nasdaq Copenhagen A/S (“Nasdaq Copenhagen”). Copies of any such oﬀering circular or prospectus (the “Oﬀering Circular”) will, following publication, be available at the Company’s registered oﬃce and, subject to certain exceptions, through the website of the Company.
HusCompagniet, a leading asset-light detached single-family housebuilder in Denmark which also builds semi-detached houses for consumers and professional investors, today announced its intention to launch an Initial Public Oﬀering (”IPO” or ”Oﬀering”) of its shares and to list on Nasdaq Copenhagen.
The contemplated IPO is expected to consist of the sale of existing shares by the current shareholders in HusCompagniet and, therefore, the Company is not expected to receive any proceeds from the contemplated IPO. The total oﬀer size will be announced in connection with the publication of the Oﬀering Circular. HusCompagniet is currently owned by EQT VI, the fund managed and/or operated by EQT VI (General Partner) LP (acting by its general partner, EQT VI Limited), together with associated co-investment vehicles (“EQT”) with the remaining shares in the Company held by other co-investors, including management and certain existing and former employees as well as other third parties.
Chairperson of the Board of Directors, Claus V. Hemmingsen, said:
“HusCompagniet has demonstrated a remarkable growth track record for over a decade, underpinned by a continuous focus on driving both the digital and sustainability agenda as the market leader in detached single-family houses. I believe the contemplated IPO is now the right next step to support future growth, particularly in Denmark as well as in Sweden. It will provide a strong platform for continued growth by enhancing the visibility of the Company, further strengthening the brand and improving the ability to attract and retain talented employees as well as reinforcing relationships with our suppliers and sub-contractors.”
Group CEO, Martin Ravn-Nielsen, said:
“In the recent years, we have seen double-digit annual average growth rates, a testament to the strength of our core business and leading market position in the detached single-family market segment. We see room for further growth in our core business, and in particular in the semi-detached new build market aimed at professional investors, which is a market where we have long-time experience but only scratched the surface of its potential. We continue to push the digital agenda in HusCompagniet and are excited about the prospects of our current and future initiatives. I am also convinced that our eﬀorts to integrate sustainability throughout our business and in the entire value chain of our houses are noticed by our customers, and will help us achieve our targets of continued proﬁtable growth in both Denmark and Sweden, while at the same time make it possible to meet our ambitious CO2 reduction targets.”
Head of EQT Partners Denmark and Investment Advisor to EQT VI, Mads Ditlevsen, said:
“During EQT’s ownership of HusCompagniet, the Company has achieved tremendous results, and we are highly impressed by the eﬀorts and dedication of the employees and the management team. We believe the Company is well-positioned to continue its strong growth trajectory, and we are excited about being part of the future journey as investors together with new Danish and international institutional shareholders.”
Information on HusCompagniet
HusCompagniet is a leading provider of single-family detached houses in Denmark. The Company’s core activity is the entire customer journey from inspiration, design, sale and delivery of customizable high-quality detached houses in Denmark to consumers, built on-site on customer-owned land. HusCompagniet also designs, sells and delivers semi-
detached houses in Denmark to consumers and to professional investors, who either lease or sell the houses to end-users. HusCompagniet operates an asset light business model where almost all construction is outsourced to sub-contractors allowing for a ﬂexible cost base.
The Group is also present in Sweden, where it operates through the VårgårdaHus brand, and where it produces prefabricated wood-framed detached houses in its factory in Vårgårda, which are sold by agents and ﬁnalized on-site on customer-owned land.
Based on a number of standardized house designs, HusCompagniet oﬀers signiﬁcant customization options for the customer; ensuring eﬃciency in the house building process while still providing a vast number of options to the customer.
The core market segment for detached houses in Denmark accounted for around 89% of HusCompagniet’s revenues in 2019 excluding discontinued operations (German and Swedish brick house activities closed down in September 2020). The semi-detached segment in Denmark accounted for around 5%, while the Swedish wood-framed detached houses accounted for the remaining 6%.
HusCompagniet delivered 1,400 houses in Denmark in 2019, of which 1,325 were detached houses and 75 were semi- detached houses, corresponding to a market share of approximately 24% of the detached-house new build market segment in Denmark (as measured by the number of new builds delivered in 2019). This leading position in the detached market segment is built on HusCompagniet’s constant focus on innovation and customer satisfaction with end-to-end turnkey houses delivered at the agreed time, at a ﬁxed price and payable at delivery.
HusCompagniet has 16 oﬃces with show rooms and more than 60 show houses throughout Denmark. In Sweden, HusCompagniet has 27 sales agents and sub-agents. At the end of September 2020, HusCompagniet had 437 employees.
Highlights and key strengths
Stable, growing core market with structural upsides
Stable volume of new build detached houses in Denmark, but still well below historical levels, combined with a huge pool of old houses with strong economics for teardown and rebuild projects. The Danish housing market is supported by the healthy Danish macroeconomic environment with a long track record of stable growth and low levels of government debt.
Market-leading house builder beneﬁtting from brand, innovation and scale
Leading 24% market share in the Danish detached-house new-build market segment. HusCompagniet’s innovation, including the introduction and implementation of a range of new concepts focused on delivering a customer-centric, sustainable and professional end-to-end solution, underpins this leading market position.
Diﬀerentiated business model delivering value to all stakeholders
Combination of leading market position, customer-centric model and supplier relationships delivers a “win- win-win” proposition for all stakeholders, across customers, suppliers and sub-contractors, and HusCompagniet.
Customer-centric go-to-market approach providing an exceptional customer journey
One-stop shop with high customer engagement and extensive interaction through every step from providing an attractive house concept through to delivery and after-sales, ensuring every customer receives a seamless experience.
Asset-light and ﬂexible delivery model
Almost all construction is outsourced to sub-contractors, allowing HusCompagniet to swiftly adapt costs to changes in the order backlog and reduce exposure to cyclicality. The standardized house concept ensures a streamlined and lean building process, while a high building volume allows for attractive terms and conditions with sub-contractors and suppliers.
This model is a key contributor to HusCompagniet yielding a ROIC of 61% on average between 2017 and 2019 (excluding discontinued operations) and low capital expenditure requirements, contributing to a cash conversion of 80% on average between 2017 and 2019 (before ﬁnancing and tax, and excluding discontinued operations).
Accelerated growth from semi-detached B2B oﬀering
Seizing the business-to-business opportunity in the fragmented semi-detached market through the implementation of a new, focused strategy, leveraging the existing HusCompagniet market position and asset-light delivery model.
Over the past years, HusCompagniet has shown robust ﬁnancial performance with growth in revenue and EBITA (adjusted for discontinued operations closed down in 2020). From 2017 to 2019, revenues excluding discontinued operations grew around 11% (CAGR) to DKK 3,496 million, while EBITA before special items excluding discontinued operations rose to around DKK 297 million in 2019 from around DKK 267 million in 2017. In the same period, HusCompagniet generated an average
adjusted cash conversion of 80%. This strong performance continued in the nine months ending 30 September 2020 with revenues excluding discontinued operations and EBITA before special items excluding discontinued operations increasing by 3% and 5%, respectively, compared to the same period in 2019.
Order backlog has been equivalent to approximately 65% of anticipated next year sales, providing for a high degree of visibility on future performance.
The table below summarizes the key ﬁnancials for the nine months ending 30 September 2020 with comparative numbers for 2019 and for the ﬁnancial years 2017, 2018 and 2019.
|DKK million||9M 2020||9M 2019||2019||2018||2017|
|EBITA before special items||206||196||297||295||267|
|EBITA before special items margin||8.0%||7.8%||8.5%||9.5%||9.5%|
The numbers presented in the table are excluding discontinued operations (German and Swedish brick house activities closed down in September 2020) etc. compared to the previously published ﬁnancial statements for 2019, 2018 and 2017.
Financial guidance and medium-term operational targets
For 2020, HusCompagniet targets revenues of DKK 3,550-3,600 million, EBITA before special items of approx. DKK 315 million and Operating Proﬁt (EBIT) after special items of DKK 215-220 million (each excluding discontinued German and Swedish brick house activities closed down in September 2020).
For 2021, HusCompagniet targets revenues of DKK 3,800-4,150 million, EBITA before special items of DKK 350-360 million and Operating Proﬁt (EBIT) of DKK 325-335 million.
In the medium-term, HusCompagniet has set the following operational targets:
Detached segment (Denmark) - Continued growth of its business in line with the detached market segment whilst maintaining strong margins.
Semi-detached segment (Denmark - Seize the attractive business-to-business opportunity in the semi-detached market segment, targeting a run-rate of 500 houses sold per year within three to ﬁve years.
Swedish segment - Drive proﬁtable growth in the business.
Bank syndicate and Financial Advisor supporting the IPO
Citigroup Global Markets Limited, Danske Bank A/S and Nordea Danmark, Filial af Nordea Bank Abp, Finland have been appointed to act as Joint Global Coordinators and Joint Bookrunners in the contemplated oﬀering.
N.M. Rothschild & Sons Limited (“Rothschild & Co”) is acting as Financial Advisor.
For additional information, please contact: HusCompagniet
Martin Ravn-Nielsen, Group CEO Mads Dehlsen Winther, Group CFO
Media enquiries Ulveman & Børsting Uﬀe Tang
+45 28 13 60 28
This announcement does not constitute an oﬀering circular or a prospectus as deﬁned by Regulation (EU) No. 2017/1129 of 14 June 2017 and nothing herein contains an oﬀering of securities. No one should purchase any securities in HusCompagniet A/S (the “Company”), except on the basis of information in any oﬀering circular or prospectus published by the Company in connection with a potential oﬀering and admission of such securities to trading and oﬃcial listing on Nasdaq Copenhagen A/S. Copies of any such prospectus will, following publication be available from the Company's registered oﬃce and, subject to certain exceptions, on the website of the Company.
This announcement is not an oﬀer to sell or a solicitation of any oﬀer to buy any securities issued by the Company in any jurisdiction where such oﬀer or sale would be unlawful and this 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 announcement 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. The securities of HusCompagniet A/S 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. Any securities sold in the United States will be sold only to persons reasonably believed to be qualiﬁed institutional buyers (as deﬁned in Rule 144A under the Securities Act) in reliance on Rule 144A under the Securities Act.
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.
This announcement is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the UK 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 (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 announcement or any of its contents.
Citigroup Global Markets Limited, Danske Bank A/S and Nordea Danmark, Filial af Nordea Bank Abp, Finland (together, the “Managers”) and Rothschild & Co and/or the Managers’ and/or Rothschild & Co’s respective aﬃliates are acting exclusively for the Company and the selling shareholders and no-one else in connection with the potential oﬀering. Managers and/or Rothschild & Co will not regard any other person as their respective clients in relation to the potential oﬀering and will not be responsible to anyone other than the Company and the selling shareholders for providing the protections aﬀorded to their respective clients, nor for providing advice in relation to the potential oﬀering, the contents of this announcement or any transaction, arrangement and/or other matter referred to herein.
In connection with the potential oﬀering, the Managers and any of their aﬃliates, acting as investors for their own accounts, may purchase shares and in that capacity may retain, purchase, sell, oﬀer to sell, oﬀer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related investments in connection with the potential oﬀering or otherwise. Accordingly, references in the oﬀering circular or 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 Managers and any of their aﬃliates acting as investors for their own accounts. The Managers 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, as well as other statements regarding future events or prospects. Speciﬁcally, this announcement includes information with respect to projections, estimates and targets that also constitute forward-looking statements. The forward-looking statements in this announcement 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 and other important factors include, among others: general economic conditions and related policy frameworks; the ongoing COVID-19 pandemic; changes in mortgage lending or the interest rate environment; dependence on third-party suppliers, contractors and other service providers; competition; negative publicity; incorrectly estimated costs in relation to projects; failure to successfully implement strategies; building and design defects; risks relating to own land; cyberattacks; compliance and litigation related risks; liquidity constraints; healthy, safety and environmental risks; changes in law and regulation; and failure to obtain required permits and approvals. Such risks, uncertainties, contingencies and other important factors could cause actual events to diﬀer materially from the expectations, projections, estimates and targets 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.