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MUNTERS PUBLISHES PROSPECTUS FOR INITIAL PUBLIC OFFERING ON NASDAQ STOCKHOLM

May 9, 2017

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT INFORMATION NOTICE AT THE END OF THE PRESS RELEASE.

Munters Group AB (“Munters” or the “Company”), a leading global provider of energy efficient and mission critical precision climate control solutions for commercial and industrial applications, announced on April 27, 2017 its intention to launch an Initial Public Offering of the Company’s shares (the “Offering”) and to list the shares on Nasdaq Stockholm (the “Listing”). Today, the Company publishes the prospectus for the Offering and the Listing.

The Offering in brief:

  • The price per share in the Offering is SEK 55, corresponding to a total value of the number of outstanding shares in Munters upon completion of the Offering of SEK 10,098 million
  • The Offering comprises 73,439,120 shares, of which 1,872,728 new shares will be issued by the Company. The remaining 71,566,392 existing shares will be offered mainly by the principal shareholders: Nordic Capital Fund VII[1] and FA International[2] (the “Principal Owners”). The Offering of new shares will provide Munters with gross proceeds of approximately SEK 103 million
  • In order to cover potential over-allotments or short positions, if any, incurred in connection with the Offering the Principal Owners will grant the Joint Global Coordinators (as defined below), on behalf of the Managers (as defined below), an option to purchase up to 8,812,694 additional existing shares (the “Over-Allotment Option”), corresponding to up to 12.0% of the number of shares in the Offering
  • Assuming a full exercise of the Over-Allotment Option, the value of the Offering will amount to approximately SEK 4,524 million corresponding to approximately 44.8% of the total number of outstanding shares in Munters upon completion of the Offering
  • Five cornerstone investors have, subject to certain conditions, undertaken to acquire shares to be sold in the transaction corresponding, in aggregate, to 26.0% of the outstanding shares in the Company in connection with the completion of the Offering
  • The cornerstone investors are FAM AB (committed to acquire 10.0% of the total number of outstanding shares in the Company), Alecta pensionsförsäkring (5.0%), AMF Fonder (5.0%), Handelsbanken Fonder (3.0%) and Carve (Brummer) (3.0%)
  • The shares will be offered to qualified investors in Sweden and internationally, and to the general public in Sweden. All offers and sales outside the United States will be made in compliance with Regulation S under the U.S. Securities Act of 1933, as amended. In the United States, the shares will be sold only to persons reasonably believed to be qualified institutional buyers as defined in, and in reliance on, Rule 144A or pursuant to another available exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act of 1933, as amended
  • Trading in the shares in Munters on Nasdaq Stockholm is expected to begin on May 19, 2017 under the ticker “MTRS” and settlement is expected to take place on May 23, 2017
  • A prospectus with full terms and conditions is published today May 9, 2017

John Peter Leesi, CEO of Munters, comments:

"We are proud of what we have accomplished since 2010, when the strategic transformation of Munters was initiated. We have come to where we are today through our focus on providing growth markets with our unique solutions. Nordic Capital, FA International and our experienced board of directors have provided great support to us to make it all happen. The most important building blocks in Munters’ continued success are to continue to focus on winning market share in Munters’ marketplace and serving customers in areas where climate is mission critical.”

Christopher Curtis, Chairman of the Board of Munters, comments:

"The management team has done a remarkable job over the last years, in developing Munters to a leading global provider of energy efficient and mission critical precision climate control solutions for commercial and industrial applications. The Company has a solid strategic plan and a strong team in place to accomplish it. The Listing will support Munters growth ambitions through the access to international capital markets and increased awareness of the Company and its products.”

Joakim Karlsson, Partner, NC Advisory AB, advisor to the Nordic Capital Funds and board member in Munters, comments:

"Munters is a fantastic company with unique positions in many interesting markets. During Nordic Capital's ownership period, the company has been strengthened and has improved in many important aspects. The Company’s internal processes, such as product development, sales, manufacturing and human resources, operate much better today than six years ago. I believe that the Company will benefit greatly from a wide range of growth opportunities developed during these years, where cooling of data centers and a proactive service business are just two examples. Nordic Capital is proud of what has been achieved during the ownership period and will remain as a significant shareholder also after the Listing, since there is a strong belief in the company's prospects for further development."

Lars Wedenborn, CEO of FAM AB, comments:

"FAM focuses on companies with a strong global position with underlying interesting customer segments, a strong technology platform and organization. We believe Munters meets these criteria well. Therefore, as a significant owner, we are very positive in taking part in the Company’s future development.”

Background to the Offering and the Listing

The Company’s principal shareholder Nordic Capital Fund VII, the Board and the management team of Munters consider the Listing to be a logical next step for the Company in order to further support Munters’ strategy and continued development based on organic growth supplemented with selective M&A. The Offering and the Listing are expected to expand the Company’s shareholder base and enable access to the Swedish and international capital markets to support continued growth and increase the awareness of Munters and its operations. Nordic Capital Fund VII will retain a majority stake in the Company following the Offering and the Listing and intends to continue to support the Company’s development going forward.

Prospectus and application forms

The prospectus (in Swedish and English) and application form (in Swedish) are published on Munters’ website, www.munters.com, Carnegie’s website for on-going offerings www.carnegie.se/om-carnegie/kontakt/pagaende-erbjudanden/, Nordea’s website www.nordea.se and Swedbank’s website www.swedbank.se3. Application can also be made through Nordnet’s Internet service, www.nordnet.se.

Preliminary timetable

Application period for institutional investors:                                                                 May 10-18, 2017

Application period for the general public in Sweden:                                                    May 10-17, 2017

First day of trading on Nasdaq Stockholm:                                                                   May 19, 2017

Settlement day:                                                                                                             May 23, 2017

Advisors

Carnegie Investment Bank AB (publ) and Goldman Sachs International are Joint Global Coordinators and Joint Bookrunners (the “Joint Global Coordinators”). Danske Bank A/S Danmark Sverige Filial, Jefferies International Limited and Nordea Bank AB (publ) are Joint Bookrunners (together with the Joint Global Coordinators, the “Joint Bookrunners”). Swedbank AB (publ) is co-lead manager (together with the Joint Bookrunners, the “Managers”). Rothschild and Sundling Wärn Partners are financial advisors to Nordic Capital and the Company. Latham & Watkins and Mannheimer Swartling are legal advisors to Munters and White & Case is legal advisor to the Joint Global Coordinators, Joint Bookrunners and co-lead manager.

For further information, please contact:

John Peter Leesi, CEO Munters Group
Phone: +46 8 626 63 60

John Womack, Investor Relations
Phone: +46 706 782499

THIS INFORMATION WAS RELEASED FOR PUBLICATION AT 08:00 CET ON 9 MAY 2017.

About Munters

Founded in 1955, Munters is a leading global provider of energy efficient and mission critical precision climate control solutions for commercial and industrial applications. Munters is organised in four business areas: Air Treatment, Data Centers, AgHort and Mist Elimination, and supported by Global Operations and Global Services organisations. Each of these business areas addresses a set of end markets, customer industries and applications, with an offering based on Munters’ technologies and specialist competencies.

The Company operates globally with more than 3,500 FTEs working in over 30 countries to provide Munters’ products and solutions to a diverse range of customers, including a wide range of global blue chip companies, in over 180 countries. Today, the Company has a production footprint that includes 18 major manufacturing facilities and seven assembly units across 16 countries worldwide. For the twelve months ended 31 March 2017, net sales grew by 15% period on period to SEK 6,340m, and adjusted EBITA was SEK 808m, corresponding to an adjusted EBITA margin of 12.8%. For more information see www.munters.com

About Nordic Capital

Nordic Capital private equity funds have invested in mid-market companies primarily in the Nordic region since 1989. Through committed ownership and by targeting strategic development and operational improvements, Nordic Capital enables value creation in its investments. Nordic Capital Funds invest in companies in northern Europe and in selected investment opportunities internationally. The most recent fund is Nordic Capital Fund VIII with EUR 3.5bn in committed capital, principally provided by international institutional investors such as pension funds. The Nordic Capital Funds are based in Jersey, Channel Islands, and are advised by the NC Advisory entities in Sweden, Denmark, Finland, Norway, Germany and the UK. For more information see www.nordiccapital.com

Important Information

This announcement does not constitute an offer to sell or a solicitation of any offer to buy any securities of Munters in any jurisdiction where such offer or sale would be unlawful.

Copies of this announcement are not being made and may not be distributed or sent into the United States, Australia, Canada, Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures.

In any member state within the European Economic Area (“EEA”), 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 to investors in that EEA member state who fulfil the criteria for exemption from the obligation to publish a prospectus, including qualified investors, within the meaning of the Prospectus Directive as implemented in each such EEA member state.

This announcement and the information contained herein are not for distribution in or into the United States. This announcement 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 will be no public offering of the securities described herein in the United States.

The securities described herein have also not been and will also not be registered under the applicable securities laws of Australia, Canada or Japan and, subject to certain exemptions, may not be offered or sold in or into or for the account or benefit of any person having a registered address in, or located or resident in Australia, Canada or Japan. There will be no public offering of the securities described herein in Australia, Canada or Japan.

This announcement and any other materials in relation to the securities described herein are only directed to (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, and other persons to whom it may be lawfully communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as “relevant persons”). The securities described herein are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire the securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on information contained herein.

The Offering to acquire or subscribe for the securities referred to in this communication is made by means of the prospectus that is provided by the Company and that contains detailed information about the Company and management, as well as financial statements. This communication is an advertisement and not a prospectus for the purposes of the Prospectus Directive. Investors should not acquire any securities referred to in this communication except on the basis of information contained in the prospectus.

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 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 the Company's 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 Company does not guarantee that the assumptions underlying the forwardlooking statements in this release are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this release or any obligation to update or revise the statements in this release 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 forwardlooking statements to reflect events that occur or circumstances that arise in relation to the content of this communication.


[1] “Nordic Capital Fund VII” refers to Nordic Capital VII Limited, acting in its capacity as General Partner of Nordic Capital VII Alpha, L.P. and Nordic Capital VII Beta, L.P., together with associated co-investment vehicles, or Cidron Maximus S.à r.l., as the context requires. “Nordic Capital” refers to Nordic Capital Fund VII and/or all, or some, of its predecessor or successor funds.

[2] FA International refers to FA International Investments S.C.A.

[3] The Offering only applies to existing Swedbank customers