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.
Goldman Sachs International has today notified Munters Group AB (“Munters”), Nordic Capital Fund VII[1]and Five Arrows[2] (the "Selling Shareholders”) that the over-allotment option has been exercised in full and that the stabilization period has ended.
In connection with the initial public offering of the shares in Munters and the listing of the shares on Nasdaq Stockholm on 19 May 2016 (the “Offering”) the Selling Shareholders granted Goldman Sachs International, on behalf of the Managers[3], an over-allotment option to purchase an additional of up to 8,812,694 existing shares in Munters, exercisable in whole or in part within 30 calendar days after the date on which the shares commence trading on Nasdaq Stockholm. Goldman Sachs International has exercised the over-allotment option in full.
Following the exercise of the over-allotment option, Nordic Capital Fund VII and Five Arrows will hold 91,999,607 shares and 3,108,126 shares, respectively, in Munters, corresponding to an ownership of approximately 50.11 per cent and 1.69 per cent of the total number of shares in Munters, respectively.
No price stabilization activities have been carried out since the Offering, and due to Munters’ share price performance, Goldman Sachs International has, as stabilising manager on behalf of the Managers, decided to end the stabilization period.
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 is information that Munters Group AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 18.00 CET on 1 June 2017.
About Munters
Munters is a global leader in energy efficient air treatment and climate solutions. Using innovative technologies, Munters creates the perfect climate for customers in a wide range of industries, the largest being the food, pharmaceutical and data center sectors. Munters has been defining the future of air treatment since 1955. Today, around 3,500 employees carry out manufacturing and sales in more than 30 countries. Munters reports annual net sales in the region of SEK 6 billion.
For more information, visit www.munters.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 Munters 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 Munters 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 Munters’ 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. Munters does not guarantee that the assumptions underlying the forward‐looking 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. Munters 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] “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.
[2] “Five Arrows” refers to FA International Investments S.C.A., an affiliate of Five Arrows Principal Investments.
[3] “Managers” refers to the Joint Global Coordinators Carnegie Investment Bank AB (publ) and Goldman Sachs International, the Joint Bookrunners Danske Bank A/S, Danmark, Sverige Filial, Jefferies International Limited and Nordea Bank AB (publ) and the Co-Lead Manager Swedbank AB (publ).
