JORDANES ASA – ANNOUNCEMENT OF TERMS FOR THE INITIAL PUBLIC OFFERING
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PRESS RELEASE.
JORDANES ASA – ANNOUNCEMENT OF TERMS FOR THE INITIAL PUBLIC OFFERING
Oslo, 14 May 2024: Reference is made to the announcement on 29 April 2024 regarding Jordanes
ASA's ("Jordanes" or the "Company", and together with its consolidated subsidiaries, the "Group")
intention to launch an initial public offering of shares in the Company (the "Offering"). Jordanes
Investments AS has been informed that the Company today announces the terms of the Offering and
the subsequent listing of its shares on the Oslo Stock Exchange (main list) (the "Listing", and together
with the Offering, the "IPO").
Subject to the Oslo Stock Exchange's approval of the Company's Listing application and a successful
completion of the IPO, the shares of the Company are expected to be admitted to listing and
commence trading on the Oslo Stock Exchange on or about 28 May 2024 under the ticker "JOR".
The Offering
The Company intends to raise gross proceeds of NOK 1,305 million by issuing new shares in the
Company (the "New Shares"), in addition Jordanes Invest AS (the "Selling Shareholder") will sell
863,301 existing shares in the Company (the "Sale Shares"), resulting in gross sales proceeds of
approximately NOK 25 – 30 million. The Company's net proceeds from the Offering are primarily
intended to strengthen the Group's balance sheet for increased flexibility and to accelerate strategic
growth opportunities.
The price at which the Offer Shares (as defined below) are expected to be sold is between NOK 29 and
NOK 35 per Offer Share (the "Indicative Price Range"), corresponding to an approximate pre-money
equity value of the Company of between NOK 1,654 million and NOK 1,918 million. The final price per
Offer Share (the "Offer Price"), may, however, be set within, below or above the Indicative Price
Range. The Offer Price will be determined through a bookbuilding process and will be set by the
Company in consultation with the Managers (as defined below).
In addition to the New Shares and the Sale Shares, the Managers may elect to over-allot a number of
additional shares (the "Additional Shares") equaling up to approximately 15% of the aggregate
number of New Shares and Sale Shares allocated and sold in the Offering (and in any case limited to;
(i) 15% of the total number of New Shares and Sale Shares, and (ii) an amount of Additional Shares
raising gross proceeds to the Company of maximum NOK 195 million (the "Additional Shares" and,
together with the New Shares and the Sale Shares, the "Offer Shares"), implying a total transaction
size of up to NOK 1,530 million (if full over-allotments are made and the Offer Price is set at NOK 35
per Offer Share). In order to facilitate any over-allotments, Cubera VIII LP (the "Share Lender") is
expected to grant DNB Markets, a part of DNB Bank ASA, (the "Stabilisation Manager"), on behalf of
the Managers, an option to borrow a number of existing shares in the Company equal to the number
of Additional Shares (the "Borrowing Option").
Further, the Stabilisation Manager, on behalf of the Managers, is expected to be granted an option by
the Company to subscribe for and have issued a number of new shares in the Company equal to the
number of Additional Shares at a price per new share equal to the Offer Price (the "Greenshoe
Option"), to cover short positions resulting from any over-allotments in the Offering. The Greenshoe
Option may be exercised, in whole or in part, by the Stabilisation Manager, on behalf of the Managers,
within 30 days commencing at the first day of the Listing. Any net profit from any stabilization activities
shall be for the benefit of the Company.
In connection with the Offering, lock-up undertakings have been entered into between the Managers
and the Company, certain primary insiders, certain shareholders (both major shareholders and
employee shareholders) and with the sellers of Backstube (who shall, jointly, receive new shares in
the Company for an approximate amount of NOK 378 million following completion of the Offering),
for periods ranging from 3 – 24 months. The co-founders (CEO and Chairman) have in their
employment agreements with the Company agreed not to sell shares in the Company for a period of
2 years from the IPO (but not longer than 12 months following a termination notice from the Company
of their respective employment agreement). In total, lock-up undertakings for approximately 96% of
the existing shares, including the shares expected to be issued to the sellers of Backstube) will be
entered into with the Managers prior to the commencement of the Offering. The lock-up agreements
are subject to certain exemptions, which will be described in the Prospectus (as defined below).
If all Offer Shares offered in the Offering are issued and sold, and assuming full over-allotment and full
exercise of the Greenshoe Option, the free float in the Company's shareholding following completion
of the Offering will be approximately 50% if the final Offer Price is set at the lowest point of the
Indicative Price Range, or approximately 47% if the final Offer Price is set at the highest point of the
Indicative Price Range.
Offering details
The Offering consists of:
• An Institutional Offering, in which Offer Shares are being offered to; (i) institutional and
professional investors in Norway, Sweden, Denmark and Finland, (ii) investors outside of
Norway, Sweden, Denmark, Finland, and the United States, subject to applicable exemptions
from prospectus and registration requirements being available, and (iii) investors in the
United States who are Qualified Institutional Buyers ("QIBs") in transactions exempt from
registration requirements under the U.S. Securities Act. The Institutional Offering is subject to
a lower limit per application of NOK 2,000,000; and
• A Retail Offering, in which Offer Shares are being offered to the public in Norway, Sweden,
Denmark, and Finland and sold at the same price as in the Institutional Offering. The Retail
Offering is subject to a lower limit per application of NOK 10,500 and an upper limit per
application of NOK 1,999,999 for each investor. Investors who intend to place an order in
excess of NOK 1,999,999 must do so in the Institutional Offering. Multiple applications by one
applicant in the Retail Offering will be treated as one application with respect to the maximum
application limit.
Approval and publication of the Prospectus
The prospectus for the IPO (the "Prospectus") is expected to be approved by the Financial Supervisory
Authority of Norway on or about 14 May 2024. Further details of the IPO and the terms and conditions
of the Offering will be set out in the Prospectus. The Prospectus and the application form for the Retail
Offering will, subject to regulatory restrictions in certain jurisdictions, be available at
www.carnegie.no/ongoing-prospectuses-and-offerings, www.dnb.no/emisjoner,
www.sb1markets.no/en/transactions and at the websites of the Company, www.jordanes.no.
In addition, the Prospectus may be obtained at the websites of Nordnet (acting as placing agent for
the Offering) at the following addresses; www.nordnet.no, www.nordnet.se, www.nordnet.dk and
www.nordnet.fi.
The Prospectus is expected to be published on the date of approval of the Prospectus, and in any case
prior to commencement of the bookbuilding and application period for the Offering.
Hard copies of the Prospectus may be obtained free of charge by contacting one of the Managers.
Timeline and offer period
The bookbuilding period for the Institutional Offering (the "Bookbuilding Period") is expected to
commence at 09:00 hours (CEST) on 15 May 2024, and close at 14:00 hours (CEST) on 24 May 2024.
The application period for the Retail Offering (the "Application Period") is expected to commence at
09:00 hours (CEST) on 15 May 2024, and close at 12:00 hours (CEST) on 24 May 2024. The Bookbuilding
Period and the Application Period may be extended at any time, but may in no event be extended
beyond 14:00 hours (CEST) on 7 June 2024. In the event of an extension of the Bookbuilding Period
and the Application Period, the allocation date, the payment due date and the date of the Listing will
be changed accordingly.
The final number of Offer Shares and the Offer Price will be set by the Company's Board of Directors,
in consultation with the Managers, following the expiry of the Bookbuilding Period.
Conditions for completion of the Offering
Completion of the IPO is conditional upon the Oslo Stock Exchange approving the Listing application,
and the satisfaction of any conditions for admission to trading set by the Oslo Stock Exchange. The
Company's Listing application will be discussed by the Oslo Stock Exchange on 21 May 2024.
An approval of the Company's Listing application is expected to be subject to the following conditions;
(i) the Company having a minimum of 500 shareholders, each holding shares with a value of more
than NOK 10,000, (ii) the Company satisfying the applicable free float requirement for its shares, (iii)
that the Company's shares are freely transferable and in one class of ordinary shares. There can be no
assurance that the Oslo Stock Exchange will approve the Company's Listing application or that the
Company will satisfy any conditions to such approval.
With regards to free transferability and share class, a general meeting of the Company's shareholders
will, subject to completion of the Offering, resolve to consolidate the two current share classes into
one class of ordinary shares and the shareholders of the Company will agree to terminate the current
shareholders' agreement for the Company and thereby ensure free transferability of the Company's
shares.
Completion of the IPO is otherwise only conditional upon (i) the Company, in consultation with the
Managers, having approved the allocation of the Offer Shares to eligible investors following the
bookbuilding process in the Institutional Offering, (ii) the Board of Directors resolving to proceed with
the Offering, (iii) an extraordinary general meeting of the Company resolving to issue the New Shares,
and (iv) the Company, the Selling Shareholder, the Share Lender and the Managers having entered
into a placing agreement (which will also include provisions regarding the Borrowing Option and the
Greenshoe Option, as described in the Prospectus, and the placing agreement remaining in full force
and effect in accordance with its terms and conditions. There can be no assurance that these
conditions will be satisfied. If the conditions are not satisfied, the IPO may be revoked or suspended
prior to the first day of the Listing.
Advisors
Carnegie AS, DNB Markets, a part of DNB Bank ASA, Joh. Berenberg, Gossler & Co. KG and Sparebank
1 Markets AS are acting as Joint Global Coordinators and Joint Bookrunners in the IPO (jointly, the
"Managers").
Houlihan Lokey EMEA, LLP is acting as independent IPO advisor to the Company in connection with
the IPO.
Advokatfirmaet CLP DA is acting as legal advisor to the Company, and Advokatfirmaet Thommessen
AS is acting as legal advisor to the Managers.
For further information, please contact:
Nikolai Steinfjell, CFO
+47 97 54 47 12
nikolai.steinfjell@jordanes.no
Sofie Oraug-Rygh, Director Communication, public affairs and ESG
+47 97 77 24 83
sofie.rygh@jordanes.no
About Jordanes
Jordanes is an established Scandinavian brand house focusing on everyday products and services. The
Group owns and operates brands that reach the consumer across multiple channels and occasions
throughout the day. The Group operates across four business segments: Branded Foods, Casual
Dining, Fitness & Beauty, and International Brands. In 2023, the Group had Revenue of NOK 6,466
million, approximately 2,700 employees, and 9 factories across Scandinavia.
IMPORTANT INFORMATION
United States
These materials may not be published, distributed or transmitted in the United States, Canada, Australia, the Hong Kong
Special Administrative Region of the People’s Republic of China, Switzerland, South Africa or Japan. These materials do not
constitute an offer of securities for sale or a solicitation of an offer to purchase securities (the "Shares") of Jordanes ASA (the
"Company") in the United States, Norway or any other jurisdiction. The Shares of the Company may not be offered or sold
in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended
(the "Securities Act"). The Shares of the Company have not been, and will not be, registered under the Securities Act. Any
sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional
buyers" as defined in Rule 144A under the Securities Act.
European Economic Area
Any offering of securities will be made by means of a prospectus to be published that may be obtained from the Company
orselling security holder, once published, and that will contain detailed information aboutthe Company and its management,
as well as financial statements.
These materials are an advertisement and not a prospectus for the purposes of Regulation (EU) 2017/1129, as amended
(together with any applicable implementing measures in any Member State, the "Prospectus Regulation"). Investors should
not subscribe for any securities referred to in these materials except on the basis of information contained in the prospectus.
In any EEA Member State other than Norway (from the time the prospectus has been approved by the Financial Supervisory
Authority of Norway, in its capacity as the competent authority in Norway, and published in accordance with the Prospectus
Regulation as implemented in Norway) that has implemented the Prospectus Regulation, this communication is only
addressed to and is only directed at "qualified investors" in that Member State within the meaning of Article (e) of the
Prospectus Regulation ("Qualified Investors"), i.e., only to investors to whom an offer of securities may be made without
the requirement for the Company to publish a prospectus pursuant to Article 3 of the Prospectus Regulation in such EEA
Member State.
United Kingdom
In the United Kingdom, these materials are only being distributed to and are only directed at Qualified Investors who (i) are
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) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth
companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). These
materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant
Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will
be engaged in only with Relevant Persons.
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 "anticipate", "believe", "continue",
"estimate", "expect", "intends", "may", "should", "will" 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.
The IPO may be influenced by a range of circumstances, such as market conditions, and there is no guarantee that the IPO
will proceed and that the listing will occur.
This announcement is made by, and is the responsibility of, the Company. The Managers are acting exclusively for the
Company and no one else and will not be responsible to anyone other than the Company for providing the protections
afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters
referred to herein.
Neither the Managers nor any of their respective 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 their respective affiliates accepts any liability arising from the use of this
announcement.
Each of the Company, the Managers and their respective affiliates expressly disclaims any obligation or undertaking to
update, review or revise any statement contained in this announcement whether as a result of new information, future
developments or otherwise.
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.
This information is considered to be inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to
the disclosure requirements pursuant to MAR article 17 and section 5-12 of the Norwegian Securities Trading Act. This stock
exchange release was published by Jørgen Gran, General Counsel, on the time and date provided
Not for distribution in or into the United States, Canada, Australia, the Hong Kong Special Administrative Region of the People’s Republic of China, Switzerland, South Africa or Japan.