TCM Group A/S: TCM Group A/S Announces Completion of Directed Issue
of 1,221,419 New Shares
COMPANY ANNOUNCEMENT
No. 171/2023
Tvis, 26 June 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN OR INTO THE UNITED STATES, CANADA, JAPAN, SOUTH AFRICA, HONG
KONG OR AUSTRALIA, EXCEPT AS PERMITTED BY APPLICABLE LAW, OR IN ANY
OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION IS UNLAWFUL.
TCM Group A/S Announces Completion
of Directed Issue
of 1,221,419
New Shares
On 26 June 2023, TCM Group A/S (“TCM” or the “Company”)
announced its intention to raise new capital through an accelerated
bookbuilding process. The offering (the "Offering") of new shares
(the “New Shares”) in TCM has now been successfully completed.
Reference is made to company announcement no. 170 of 26 June
2023.
TCM has successfully completed a directed issue and private
placement of 1,221,419 new shares at an offer price of DKK 64.5 per
share, raising gross proceeds to TCM of approx. DKK 78.8
million.
The Offering has not been registered under the U.S. Securities
Act and was made pursuant to applicable exemptions from the
obligation to publish a prospectus in Denmark as well as exemptions
from the U.S. Securities Act and the securities laws of other
applicable jurisdictions in a directed issue and private placement
and subscribed for by eligible qualified institutional and
professional investors in Denmark and in certain other
jurisdictions and by certain members of TCM's Board of Directors
and Executive Management at market price and without pre-emption
rights for TCM’s existing shareholders.
The net proceeds from the Offering will be used in accordance
with company announcement no. 170 of 26 June 2023.
As the Offering was oversubscribed, an individual allocation of
the New Shares was made.
TCM has in connection with the Offering, agreed to undertake a
lock-up commitment for 180 calendar days following settlement of
the Offering (subject to certain exceptions), and each of the
members of its Board and Executive Management have in connection
with the Offering agreed to undertake a lock-up commitment for 90
calendar days following settlement of the Offering (subject to
certain exceptions).
CAPITAL INCREASESubject to settlement, a share
capital increase will be registered with the Danish Business
Authority and the share capital of TCM will hereafter consist of
10,363,713 shares of DKK 0,10 each, equivalent to a registered
share capital of nominally DKK 1,036,371.3.
The New Shares represent approximately 13.4% of TCM’s registered
share capital before the capital increase and will account for
approximately 11.8% of TCM’s registered share capital upon
completion of the capital increase.
ADMISSION TO TRADING AND OFFICIAL LISTINGThe
New Shares will be issued under the temporary ISIN code
DK0062498176. No application for admission to trading and official
listing has been, or will be, filed for the New Shares issued under
the temporary ISIN code, and the temporary ISIN code will only be
registered with VP Securities A/S (“Euronext Securities”) for
subscription of the New Shares. The temporary ISIN code in Euronext
Securities will be merged with the permanent ISIN code for the
existing shares, DK0060915478, as soon as possible following
registration of the share capital increase with the Danish Business
Authority. The New Shares are expected to be admitted to trading
and official listing on Nasdaq Copenhagen A/S, in the permanent
ISIN code for the existing shares, DK0060915478, on or around 30
June 2023.
The admission to trading and official listing of the New Shares
is subject to the Offering not being withdrawn prior to the
settlement of the Offering and the Company making an announcement
to that effect.
EXPECTED TIMETABLE FOR THE OFFERING
Date |
|
Event |
Expected Thursday
29 June 2023 |
|
Settlement and
payment for the New Shares |
Expected Thursday
29 June 2023 |
|
Registration of
the capital increase with the Danish Business Authority |
Expected Friday
30 June 2023 |
|
Admission to
trading and official listing of the New Shares on Nasdaq Copenhagen
A/S |
Expected Monday 3
July 2023 |
|
Merger of the
temporary ISIN code with the permanent ISIN code in the system of
Euronext Securities |
NEW SHARESThe decision to launch an offering of
new shares in a directed issue was made pursuant to article 5.1 in
TCM’s articles of association pursuant to which its board of
directors is authorised to make share capital increases without
pre-emption rights for the existing shareholders at market
price.
The New Shares will rank pari passu in all respects with
existing shares in TCM. The New Shares will be negotiable
instruments, and no restrictions will apply to their
transferability. No shares, including the New Shares, carry or will
carry any special rights. Rights conferred by the New Shares,
including voting rights and dividend rights, will apply from the
time when the capital increase is registered with the Danish
Business Authority. The New Shares must be registered in the name
of the holder in the Company’s register of shareholders.
SOLE GLOBAL COORDINATOR
AND BOOKRUNNERCarnegie Investment
Bank, filial af Carnegie Investment Bank AB (publ), Sverige is
acting as Sole Global Coordinator and Bookrunner in connection with
the Offering.
Kromann Reumert acts as Danish legal advisor to the Company.
Gorrissen Federspiel Advokatpartnerselskab acts as Danish legal
advisor to the Sole Global Coordinator and Bookrunner.
DISCLAIMER This company announcement contains
forward-looking statements. These statements are not guarantees of
future performance and involve certain risks and uncertainties, in
particular this announcement should not be construed as a
confirmation neither that the Offering will complete, nor of the
deal size or the price. Therefore, actual future results and trends
may differ materially from what is forecast in this report due to a
variety of factors.
This announcement is intended for the sole purpose of providing
information. Persons needing advice should consult an independent
financial adviser. This announcement does not constitute an
investment recommendation.
This announcement is not for release, publication or
distribution, in whole or in part, directly or indirectly, in or
into the United States (including its territories and possessions,
any state of the United States and the District of Columbia, the
“United States”), Canada, Japan, South Africa, Hong Kong or
Australia, except as permitted by applicable law, or any other
jurisdiction in which such publication or distribution is
unlawful.
This announcement does not constitute or form a part of any
offer or solicitation to purchase or subscribe for securities in
the United States, Canada, Japan, South Africa, Hong Kong,
Australia or any other jurisdiction in which such offers or sales
are unlawful (the “Excluded Territories”). Any failure to comply
with this may constitute a violation of US, Canadian, Japanese,
South African, Hong Kong or Australian securities laws or the
securities laws of other states as the case may be.The securities
offered in connection with the Offering have not been and will not
be registered under any applicable securities laws of any state,
province, territory, county or jurisdiction of the Excluded
Territories. Accordingly, such securities may not be offered, sold,
resold, taken up, exercised, renounced, transferred, delivered or
distributed, directly or indirectly, in or into the Excluded
Territories or any other jurisdiction if to do so would constitute
a violation of the relevant laws of, or require registration of
such securities in, the relevant jurisdiction. There will be no
public offer of securities in the United States or elsewhere.This
announcement is not a prospectus and has been prepared on the basis
that any offers of securities referred to herein in any member
state of the European Economic Area will be made pursuant to an
exemption under Regulation (EU) 2017/1129 on prospectuses (the
“Prospectus Regulation”). The information set forth in this
announcement is only being distributed to, and directed at, persons
in member states of the European Economic Area who are qualified
investors (“Qualified Investors”) within the meaning of the
Prospectus Regulation.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by TCM or by any of its affiliates or
agents, or the Sole Global Coordinator and Bookrunner, as to or in
relation to, the accuracy, completeness or sufficiency of this
announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers in connection with the Company's Offering of the New
Shares and/or the private placement referred to herein, and any
liability therefore is expressly disclaimed.
The Sole Global Coordinator and Bookrunner and its affiliates is
acting exclusively for TCM Group A/S and no-one else in connection
with the Offering. It will not regard any other person as its
respective clients in relation to the Offering and will not be
responsible to anyone other than TCM Group A/S for providing the
protections afforded to its respective clients, nor for providing
advice in relation to the Offering, the contents of this
announcement or any transaction, arrangement or other matter
referred to herein.Solely for the purposes of the product
governance requirements contained within: (a) EU Directive
2014/65/EU on markets in financial instruments, as amended
(“MiFID II”); (b) Articles 9 and 10 of Commission
Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c)
local implementing measures (together, the “MiFID II
Product Governance Requirements”), and disclaiming all and
any liability, whether arising in tort, contract or otherwise,
which any “manufacturer” (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the shares in TCM Group A/S have been subject to a product approval
process, which has determined that such shares are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the “Target Market Assessment”).
Notwithstanding the Target Market Assessment, Distributors should
note that: the price of the shares in TCM Group A/S may decline and
investors could lose all or part of their investment; the shares in
TCM Group A/S offer no guaranteed income and no capital protection;
and an investment in the shares in TCM Group A/S is compatible only
with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the contemplated share issue. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, Carnegie Investment
Bank, filial af Carnegie Investment Bank AB (publ), Sverige will
only procure investors who meet the criteria of professional
clients and eligible counterparties. For the avoidance of
doubt, the Target Market Assessment does not constitute: (a) an
assessment of suitability or appropriateness for the purposes of
MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action
whatsoever with respect to the shares in TCM Group A/S. Each
distributor is responsible for undertaking its own target market
assessment in respect of the shares in TCM Group A/S and
determining appropriate distribution channels.
For further information please contact:Torben
Paulin, CEO, TCM Group A/S, +45 21 21 04 64Thomas Hjannung, CFO,
TCM Group A/S, +45 97 43 52 00IR Contact – ir@tcmgroup.dk
About TCM Group
TCM Group is Scandinavia’s third largest
manufacturer of kitchens and furniture for bathrooms and storage.
The products are designed and produced in Denmark and rooted in a
proud tradition of good quality and good craftsmanship. TCM Group
pursues a multi-brand strategy, under which the main brand is Svane
Køkkenet and the other brands are Tvis Køkken and Nettoline.
Combined, the brands cater for the entire price spectrum, and are
sold through c. 140 dealers in Denmark and the rest of the
Scandinavia. TCM Group sells private label kitchens through DIY
stores in Denmark and independent kitchen stores in Norway. TCM
Group is supplier to the 45% owned e-commerce kitchen business
Celebert, which operates under the brands kitchn.dk,
billigskabe.dk, Celebert and Just Wood. See www.tcmgroup.dk for
more information.
- 171. TCM Group Announces Completion of Directed Issue of
1,221,419 New Shares
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