NCAB Group AB (publ) (“NCAB” or the “Company”), a leading supplier of printed circuit boards, today announces its intention to launch an initial public offering of its shares (the “Offering”) and to list its share on Nasdaq Stockholm (the “Listing”).
- Nasdaq Stockholm has approved NCAB’s application for listing subject to customary conditions
- The Offering will include a sale of existing shares offered by the Selling Shareholders as well as a new issue of shares in the Company in an amount of approximately SEK 100 million (before transaction costs)
- A prospectus is expected to be registered with the Swedish Financial Supervisory Authority (Swe. Finansinspektionen) and to be published on or around 24 May 2018. The first day of trading is expected to be on or around 5 June 2018
The Company and the Principal Shareholders[1] have resolved to diversify the ownership of shares in the Company through an issue of new shares and a sale of existing shares by the Selling Shareholders[2]. Accordingly, the Company’s board of directors has applied for listing of the Company’s shares on Nasdaq Stockholm. The Listing is expected to support NCAB’s future growth and operational strategy, among other things, through improved access to the capital markets as well as a diversified owner base of new Swedish and international shareholders. Nasdaq Stockholm has approved the Company’s application for listing, subject to customary conditions.
Hans Ståhl, CEO of NCAB, comments:
“Being listed is a logical step for us now that we have reached sufficient size, profitability and maturity. I am proud of the team at NCAB who has developed the company to a leading business with global reach. The listing is a quality mark which will enable us to attract more larger customers and make additional acquisitions.”
Christian Salamon, Chairman of the board of NCAB, comments:
“It has been great to be part of the growth and development of NCAB since 2007 and to work with the management team and many highly competent employees. There is a culture of technical specialization, teamwork and dedication to customers. I am particularly proud of the high ratings NCAB has in the eyes of its customers as well as from its employees. I also believe the work NCAB is doing in sustainability is an important part of its success.”
Hans Ramel, Partner at R12 Kapital and board member in NCAB, comments:
“Since our investment in 2007 much has happened and still the mission and the culture are the same. The printed circuit board market is a really interesting niche, where NCAB has developed a strong foothold. With the IPO and the new share issue, this could be captured on a broader scale. We intend to remain an active major shareholder in NCAB for the foreseeable future.”
The Offering in brief
The Offering will include a sale of existing shares offered by the Selling Shareholders as well as a new issue of shares in the Company in an amount of approximately SEK 100 million (before transaction costs). The Company intends to use the net proceeds to strengthen its balance sheet, putting NCAB in a better position to implement its growth strategy, including making selective acquisitions.
The Principal Shareholders will continue to have a significant shareholding in the Company following the Offering. R12 Kapital and Gogoy AB, owned by the Company’s chairman of the board, have stated that they intend to remain major shareholders in the Company in the long-term.
The shares will be offered to qualified investors in Sweden and internationally (outside the US), and to the general public in Sweden.
Full terms of the Offering will be included in the prospectus relating to the Offering, which is expected to be published on or around 24 May 2018. The first day of trading is expected to be on or around 5 June 2018.
About NCAB
NCAB is a leading supplier of printed circuit boards, taking full supplier responsibility towards its customers and with local factory presence. NCAB was founded in 1993 as a printed circuit boards trading company. Since the Company was founded, the operations have been characterized by an entrepreneurial and cost efficient culture and have over time showed strong growth and good profitability.
NCAB has local presence in 15 countries and customers in approximately 45 countries worldwide. From the financial year 2008-2017, revenues have grown from SEK 374 million to SEK 1,400 million, corresponding to a compound annual growth rate of 16 percent. The increase in revenues has been driven both organically and through acquisitions. Organic growth and acquisitions are part of NCAB’s growth strategy and during the aforementioned period, four companies were acquired and integrated.
As of 31 March 2018, NCAB had 365 employees.
About R12 Kapital
R12 Kapital is a Swedish investment company which is owned by six individuals. The largest owner is Robert af Jochnick with family. R12 Kapital’s investments are focused, but not limited, to Scandinavia. The current portfolio comprises 9 companies.
Advisors
Carnegie Investment Bank AB (publ) is Sole Global Coordinator and Bookrunner. Roschier Advokatbyrå AB is legal advisor to the Company and the Principal Shareholders. Baker & McKenzie Advokatbyrå KB is legal advisor to Carnegie.
For further information, please contact:
Gunilla Öhman, IR Manager
Telephone: +46 707 63 81 25
E-mail: gunilla.ohman@ncabgroup.com
The information was submitted for publication, through the agency of the contact persons set out above at 06:00 CET on 14 May 2018.
Important information
This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by NCAB Group AB (publ) (the “Company”) in any jurisdiction where such offer or sale would be unlawful.
In any EEA Member State, other than Sweden, that has implemented Directive 2003/71/EC as amended (together with any applicable implementing measures in any member State, 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.
Any offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is not a prospectus for the purposes of 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 prospectus. This document and the information contained herein are not for distribution in or into the United States of America.
This document does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. Any securities referred to herein 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.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” (as defined in section 86(7) of the Financial Services and Markets Act 2000) and who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Persons who are not relevant persons should not take any action on the basis of this document and should not act or rely on it.
Forward-looking statements
Matters discussed in this communication may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or 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 the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialise or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. 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 Company does not guarantee that the assumptions underlying the forward-looking statements in this presentation are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this presentation or any obligation to update or revise the statements in this presentation to reflect subsequent events. Undue reliance should not be placed on the forward-looking statements in this document.
The information, opinions and forward-looking statements contained in this communication speak only as at its date and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this communication.
[1] ”Principal Shareholders” refer to R12 Kapital AB, Gogoy AB (owned by the Company’s chairman of the board) and Hans Ståhl (the Company’s CEO).
[2] ”Selling Shareholders” refer to the Principal Shareholders, as well as a number of other shareholders, including certain members of the board of directors and executive management selling shares in the Offering.