Accelerated bookbuilt offering of up to 3,842,268 existing shares in HusCompagniet A/S
Company announcement 14/2021
NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA.
THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN ANY JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THE SECURITIES REFERRED TO HEREIN, IN OR INTO ANY JURISDICTION WHERE SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
HusCompagniet A/S (“HusCompagniet” or the “Company”) has received information of the launch of an accelerated bookbuilt offering to institutional investors (the “Transaction”) of up to 3,842,268 existing shares in HusCompagniet, equivalent to 19.2% of the existing shares outstanding in HusCompagniet, held by Diego Holding Guernsey Limited (“EQT”), a company ultimately owned by the EQT VI fund.
Citigroup Global Markets Limited, Danske Bank A/S and Nordea Danmark, Filial af Nordea Bank Abp, Finland are acting as Joint Global Coordinators and Joint Bookrunners in the Transaction (the “Managers”). A further announcement will be made following completion of the bookbuilding and pricing of the Transaction.
Assuming all the 3,842,268 shares available in the Transaction are sold, EQT will hold no shares in HusCompagniet after settlement of the Transaction.
HusCompagniet has indicated an interest in acquiring shares in the Transaction with a value of up to DKK 180 million and is expected to receive full allocation. It is expected that any treasury shares allocated to and acquired by HusCompagniet as part of the Transaction will be cancelled in a share capital reduction, subject to approval by the general meeting of HusCompagniet. No dividend is expected to be paid out on any such treasury shares.
HusCompagniet will not receive any proceeds from the Transaction.
For additional information, please contact:
Cristina Rønde Hefting, Head of IR & Press +45 51 96 23 14
HusCompagniet is a leading provider of single-family detached houses in Denmark. The company also builds semidetached houses to both private consumers and professional investors and has a presence in Sweden where it produces prefabricated wood-framed detached houses through its VårgårdaHus brand.
The Group operates an asset-light and flexible delivery model with on-site building, primarily on customer-owned land. The majority of construction is outsourced to sub-contractors, allowing for a flexible cost base. In 2020, HusCompagniet generated revenue of approximately DKK 3.6 billion.
HusCompagniet delivered 1,638 houses in 2020, of which 1,355 were detached houses in Denmark, corresponding to a market share of approximately 24% of the Danish detached-house new build market segment. HusCompagniet has 15 offices with showrooms and more than 60 show houses throughout Denmark, and also offers digital sales through the online platform “HusOnline”. HusCompagniet currently has more than 400 employees.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THERE IS NO INTENTION TO REGISTER ANY SECURITIES REFERRED TO HEREIN IN THE UNITED STATES OR TO CONDUCT A PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES.
THE SECURITIES MAY NOT AND WILL NOT BE OFFERED OR SOLD IN CANADA, JAPAN AND AUSTRALIA.
WITH RESPECT TO THE MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (EACH A “RELEVANT MEMBER STATE”), NO ACTION HAS BEEN UNDERTAKEN OR WILL BE UNDERTAKEN TO MAKE AN OFFER TO THE PUBLIC OF THE SECURITIES REFERRED TO HEREIN REQUIRING THE PUBLICATION OF A PROSPECTUS IN ANY RELEVANT MEMBER STATE. AS A RESULT, THESE SECURITIES MAY ONLY BE OFFERED OR SOLD IN ANY RELEVANT MEMBER STATE PURSUANT TO AN EXEMPTION UNDER REGULATION (EU) 2017/1129 (AS AMENDED OR SUPERSEDED, THE “PROSPECTUS REGULATION”).
THIS ANNOUNCEMENT IS ONLY ADDRESSED TO, AND DIRECTED AT, PERSONS IN RELEVANT MEMBER STATES WHO ARE “QUALIFIED INVESTORS” WITHIN THE MEANING OF ARTICLE 2 (E) OF THE PROSPECTUS REGULATION (“QUALIFIED INVESTORS”).
IN THE UNITED KINGDOM, THIS ANNOUNCEMENT IS DIRECTED ONLY AT, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2 OF THE PROSPECTUS REGULATION AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK PROSPECTUS REGULATION'') WHO 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”); (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A)-(D) (“HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC”) OF THE ORDER AND/OR (III) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED UNDER THE ORDER, ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS (“RELEVANT PERSONS”). UNDER NO CIRCUMSTANCES SHOULD PERSONS WHO ARE NOT RELEVANT PERSONS RELY OR ACT UPON THE CONTENTS OF THIS ANNOUNCEMENT. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IN THE UNITED KINGDOM IS AVAILABLE ONLY TO, AND WILL BE ENGAGED ONLY WITH, RELEVANT PERSONS.
IN DENMARK, THIS PRESS RELEASE IS DIRECTED ONLY AT PERSONS WHO ARE QUALIFIED INVESTORS.
CITIGROUP, DANSKE BANK AND NORDEA WHICH IN THE UK ARE AUTHORISED BY THE PRUDENTIAL REGULATION AUTHORITY AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY AND THE PRUDENTIAL REGULATION AUTHORITY ARE ACTING FOR EQT AND FOR NO ONE ELSE IN CONNECTION WITH THE TRANSACTION AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN EQT FOR PROVIDING THE PROTECTIONS AFFORDED TO CUSTOMERS OF CITIGROUP, DANSKE BANK AND NORDEA, OR FOR AFFORDING ADVICE IN RELATION TO THE TRANSACTION, THE CONTENTS OF THIS ANNOUNCEMENT OR ANY TRANSACTION, ARRANGEMENT OR OTHER MATTER REFERRED TO IN THIS ANNOUNCEMENT. EITHER OF THE MANAGERS MAY PARTICIPATE IN THE TRANSACTION ON A PROPRIETARY BASIS.