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Dato/tid 10.05.2017 13:00
Utsteder Saferoad Holding ASA
UtstederID SAFE
Marked OB
Informasjonspliktig   Informasjonspliktige opplysninger   Lagringspliktig melding


Oslo, 10 May 2017. Reference is made to the announcement on 
2 May 2017 of the intention to list the shares of Saferoad 
Holding ASA ("Saferoad" or the "Company") on the Oslo Stock 
Exchange and the contemplated initial public offering 
(the "Offering"). Saferoad has resolved to launch the 
Offering and to apply for a listing of its shares on the 
Oslo Stock Exchange. Subject to approval of the listing 
application and successful completion of the Offering, the 
shares of Saferoad are expected to be admitted to listing 
and commence trading on the Oslo Stock Exchange on 24 May 
2017 under the ticker "SAFE" (subject to any extension or 
shortening of the offer period).

The Offering in brief
The Offer Shares (as defined below) are expected to be sold 
at a price between NOK 45 and NOK 60 per Offer Share, 
corresponding to an equity value of between NOK 2,300 
million and NOK 2,600 million after issuance of New Shares 
(as defined below) in the Offering. The final price per 
Offer Share may, however, be set above or below this 
indicative price range.

The Company intends to raise gross proceeds of approximately 
NOK 1,400 million by issuing between 23,333,334 and 
31,111,112 new shares (the "New Shares") in the Offering. 
The Company intends to use the net proceeds from issuance of 
the New Shares to repay existing debt and to buy out 
minority shareholders in selected local entities.

In addition, the Managers (as defined below) may elect to 
over-allot a number of additional shares (the "Additional 
Shares" and, together with the New Shares, the "Offer 
Shares") equalling up to approximately 15% of the number of 
New Shares allocated in the Offering. In order to facilitate 
settlement of the Additional Shares, Carnegie AS, on behalf 
of the Managers, is expected to borrow existing shares from 
Cidron Triangle S.à r.l. (the "Existing Shareholder"), an 
entity controlled by Nordic Capital Fund VII*. The Existing 
Shareholder is expected to grant the Managers an over-
allotment option to purchase a number of existing shares in 
the Company limited to the number of Additional Shares if 
required to redeliver any borrowed shares. The Company will 
not receive any proceeds from the Additional Shares.

After the completion of the Offering, it is expected that 
the free float of Saferoad will be between 54% and 61% of 
the share capital if the over-allotment option is not 
utilized, and between 62% and 70% of the share capital if 
the over-allotment option is utilized in full.

The Existing Shareholder will enter into a customary lock-up 
agreement with the Managers for the remainder of its 
shareholding for a period up to and including the date on 
which the Company releases the second quarterly report after 
the first day of trading. The Company will, as part of the 
same agreement, be subject to a lock-up period of 12 months 
after the first day of trading. These lock-up agreements 
will be subject to certain exceptions and may only be waived 
with the consent of the Joint Global Coordinators (as 
defined below).

Cornerstone investors
Two cornerstone investors have, subject to certain 
conditions, committed to acquire shares in the Offering for 
a total of NOK 250 million throughout the indicative price 
range, equivalent to approximately 18% of the number of 
shares in the Offering (approximately 16% of the number of 
shares in the Offering assuming that the over-allotment 
option is utilized in full). The cornerstone investors are 
Nordea Investment Management (committed to acquire shares 
for NOK 150 million in the Offering) and Handelsbanken 
Fonder (committed to acquire shares for NOK 100 million in 
the Offering). The two cornerstone investors will receive 
full allocation for Offer Shares acquired through their 
respective commitments.

Offering details
The Financial Supervisory Authority of Norway has approved 
the prospectus dated 10 May 2017 (the "Prospectus") that has 
been prepared in connection with the Offering. The terms and 
conditions for the Offering, as further set out in the 
Prospectus, comprise:

(i) An institutional offering, in which Offer Shares are 
being offered to (a) investors in Norway, (b) investors 
outside Norway and the United States, subject to applicable 
exemptions from the prospectus requirements, and (c) 
investors in the United States who are qualified 
institutional buyers ("QIBs"). The institutional offering is 
subject to a lower limit per application of NOK 2,000,000.

(ii) A retail offering, in which Offer Shares are being 
offered to the public in Norway 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.

The retail offering will also comprise an offer of Offer 
Shares to the participants in the Company's long term 
incentive program. Further, the Company and the Existing 
Shareholder, in consultation with the Managers, reserve the 
right to, at their sole discretion, offer Offer Shares to 
individual employees of the Saferoad group outside Norway in 
the retail offering, provided that such offer will not be 
unlawful or require registration, publication of a 
prospectus or other measures to be taken in the relevant 
Timeline and offer period
The bookbuilding period for the institutional offering will 
commence on 11 May 2017 at 09:00 hours (CET) and run until 
14:00 hours (CET) on 22 May 2017. The application period for 
the retail offering will commence on 11 May 2017 at 09:00 
hours (CET) and run until 12:00 hours (CET) on 22 May 2017. 
The bookbuilding period and the application period may be 
shortened or extended at any time. 

The final number of Offer Shares and the final price per 
Offer Share will be determined by the Company and the 
Existing Shareholder, in consultation with the Managers, 
after completion of the bookbuilding period for the 
institutional offering. The pricing of the transaction is 
expected to take place on or about 22 May 2017 with trading 
of the shares in Saferoad on the Oslo Stock Exchange to 
commence on or about 24 May 2017.

Conditions for the Offering
Completion of the Offering is conditional upon the board of 
directors of the Oslo Stock Exchange approving the 
application for listing of the shares in the Company in a 
meeting to be held on or about 15 May 2017 and the 
satisfaction of the conditions for admission to trading to 
be set by the Oslo Stock Exchange, which are expected to be 
that (a) Saferoad will have in excess of 500 shareholders, 
each holding shares with a value of at least NOK 10,000, (b) 
there will be a minimum free float of the shares of 25% and 
(c) the proceeds to the Company from the issuance of the New 
Shares being at least NOK 1,400 million.
Further, completion of the Offering is conditional upon (i) 
the board of directors of the Company resolving to proceed 
with the Offering, (ii) the Company and the Existing 
Shareholder, in consultation with the Managers, having 
approved the final offer price and the allocation of the 
Offer Shares to eligible investors following the 
bookbuilding process, (iii) the Managers, the Company and 
the Existing Shareholder having entered into a placing 
agreement regarding the placement of the Offer Shares, and 
(iv) the Managers, not prior to the registration of the 
share capital increase pertaining to the issuance of the New 
Shares having terminated their commitment to pre-pay the 
subscription amount for the New Shares. There can be no 
assurance that these conditions will be satisfied. If the 
conditions are not satisfied, the Offering may be revoked or 

The Prospectus and the application form for the retail 
offering will, subject to regulatory restrictions in certain 
jurisdictions, be available at www.saferoad.com, 
www.carnegie.no, www.nordea.no/saferoad and 
www.danskebank.no/saferoad from the start of the 
bookbuilding period and the application period tomorrow, 11 
May 2017. Hard copies of the Prospectus may be obtained free 
of charge from the same date by contacting the Company or 
one of the Managers.

Carnegie AS ("Carnegie") and Nordea Bank AB (publ), filial i 
Norge ("Nordea") are acting as Joint Global Coordinators and 
Joint Bookrunners in the Offering (the "Joint Global 
Coordinators"). Danske Bank A/S, Norwegian branch is acting 
as Joint Bookrunner (together with the Joint Global 
Coordinators herein referred to as the "Managers"). Nordnet 
Bank NUF is acting as Placing Agent in the retail offering 
on behalf of the Managers.

Advokatfirmaet Thommessen is acting as legal advisor to the 
Company and Advokatfirmaet Wiersholm AS is acting as legal 
advisor to the Managers.   

Morten Holum, CEO	+47 99 50 99 30
Jan Petter Stiff, Crux Advisers AS (media)	+47 99 51 38 

About Saferoad
Tracing its heritage back to 1947 and formed through the 
merger between Ørsta-gruppen and Euroskilt in 2007, Saferoad 
is today a leading supplier of road safety and road 
infrastructure solutions in Northern, Central and Eastern 
Saferoad's core business comprises design, manufacturing, 
sales and installation of a full range of products and 
solutions that improve the standard of road safety and road 
infrastructure. Saferoad plays an important role in various 
stages of new road construction projects as well as within 
maintenance and upgrades of existing roads. Typical product 
areas include road restraint systems, signs, light poles, 
road marking and work zone protection within road safety, 
and soil steel bridges, pipes and culverts and geosynthetics 
within road infrastructure.

Saferoad's customer base includes national and municipal 
road authorities, large and medium sized infrastructure 
construction companies as well as regional and local 
installation subcontractors. Saferoad is headquartered in 
Oslo, Norway. As of 31 December 2016, Saferoad employed 
approximately 2,700 employees in 20 countries across Europe. 
*"Nordic Capital Fund VII" refers to Nordic Capital VII 
Limited acting in its capacity as General Partner of Nordic 
Capital VII Alpha, LP and Nordic Capital VII Beta, LP, 
together with associated co-investment vehicles.

Important notice
This announcement is not and does not form a part of any 
offer for 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 upon in connection with, any contract therefor.

This announcement may not be published, distributed or 
transmitted, directly or indirectly, in or into the United 
States, Canada, Australia, the Hong Kong Special 
Administrative Region of the People's Republic of China, 
South Africa or Japan, or any other 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"), 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 except
pursuant to an exemption from, or in a transaction not 
subject to, the registration requirements of the
Securities Act and in compliance with applicable state law. 
There will be no public offer of the securities in the 
United States.

Any offering of the securities referred to in this 
announcement will be made by means of the Prospectus. This 
announcement is not a prospectus for the purposes of 
Directive 2003/71/EC (as amended, together with any 
applicable implementing measures in any Member State, 
the "Prospectus Directive"). Investors should not subscribe 
for any securities referred to in this announcement except 
on the basis of information contained in the aforementioned 

In any EEA Member State other than Norway that has 
implemented the Prospectus Directive, this communication is 
only addressed to and is only directed at qualified 
investors in that Member State within the meaning of the 
Prospectus Directive. The expression "Prospectus Directive" 
means Directive 2003/71/EC (and amendments thereto, 
including Directive 2010/73/EU, to the extent implemented in 
any relevant Member State) and includes any relevant 
implementing measure in the relevant 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 to 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 "anticipate", "believe", "continue", "estimate", "expect",
 "intends", "may", "should", "will" and similar expressions. 
The forward-looking statements in this announcement are 
based upon various assumptions, many of which are based, in 
turn, upon further assumptions. Although Saferoad 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 announcement 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 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 

None of the Managers or any of their respective directors, 
officers, employees, advisers 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 Existing Shareholder or 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 
announcement or its contents or otherwise arising in 
connection therewith.

This information is subject to disclosure requirements 
pursuant to Section 5-12 of the Norwegian Securities Trading 

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