Directed offer to the Shareholders of Melker Schörling AB (publ) and employees of Absolent
Invitation to acquire shares in Absolent Group AB (publ) Subscription period: 15 – 26 September 2014
Introduction to the Offer
Absolent Group AB (publ) | Kartåsgatan 1 | SE-531 40 Lidköping Sweden Company Reg. No. 556591-2986 | Tel: +46 (0) 510 48 40 00 | Fax: +46 (0) 510 48 40 29 |
[email protected] | www.absolentgroup.se
Absolent Group overview
ABSOLENT GROUP OVERVIEW Absolent Group overview Absolent Group AB (publ) (“Absolent” or the “Company”) develops and manufactures filter equipment for cleaning of polluted air in industrial environments, in other words processed air, which includes oil smoke, oil mist and dust. The Company’s end customers are primarily active within metal processing industries, such as the automotive, aerospace, electronics, medical and steel industries. Absolent’s turnover for 2013 was approx. SEK 210 million, and the operating income before amortization of intangible assets (EBITA) amounted to approx. SEK 53 million. The Company has product development and manufacturing in Sweden, UK and Germany, and operates globally primarily through distributors. The Company was founded in 1993 by Joakim Westh, who is still active in Absolent, together with two partners. Absolent has reported good revenue growth and profitability during a long period of time. Absolent’s products are sold today under three different brands based on three types of air filtration technologies: Absolent AB, UK based Filtermist and German based Bristol. Melker Schörling, through privately held company, acquired 67 % of Absolent in 2006. Other shareholders are, except for Joakim Westh and Carl-Henric Svanberg, mainly employees in the Company. The Offer in brief • The Offer is directed to the shareholders of Melker Schörling AB (publ) (Company Reg. No. 556560-5309) as of the 29 of August 2014 and to employees of Absolent • Size of the Offer: SEK 50 000 000 • Number of shares in the Offer: Total 806 452 shares of which 435 484 consists of sale of existing shares and 370 968 consists of newly issued shares. The Offer amounts to 7,5 % of the total capital and voting power in the Company • Dilution: The share issue implies a dilution of approx. 3,4 % for the Company’s current shareholders • Offer price: SEK 62 • Company value prior to the Offer (pre-money valutation): SEK 648 Million • Subscription period: September 15 – September 26, 2014 • Minimum subscription size: 100 shares (shares may only be subscribed in blocks of 100 shares each) • Information about allotment: Around September 30, 2014 • First day of trading: Scheduled to October 16, 2014 Allotment policy If the Offer is oversubscribed, the allotment decision is made by the Board of Directors of Absolent. The ambition with the allotment is to achieve a broad distribution of shares and to provide all shareholders of Melker Schörling AB and employees in Absolent the opportunity to become shareholders in Absolent Group AB. The Board of Directors has sole discretion to restrict the allotment per subscription in order to achieve as broad distribution of shares as possible. General information The Prospectus is available in full on the Company’s website www.absolentgroup.se. A printed version of the Prospectus can be requested by contacting the Company’s financial advisor in connection to the listning, Thenberg & Kinde Fondkommission AB (publ), on 031 – 745 50 30 or
[email protected]. This summary is only an introduction to the Offer. Investment decisions should be based on the Prospectus in full. The distribution of this Prospectus and the offer or sale of the shares in certain jurisdictions is restricted by law. No action has been taken by Absolent to permit a public offering in any jurisdiction other than Sweden. The Prospectus is not, directly or indirectly, directed to persons located in a jurisdiction whose acquisition of shares in Absolent would require additional prospectuses, other offer documentation, registrations or other actions in addition to what follows from Swedish law. The Prospectus may not be distributed in or to countries where the distribution of this Prospectus requires additional registration or other measures than those required by Swedish law or distributed in or to those jurisdictions where distribution of the Prospectus contravenes with local restrictions. No public offering of shares in the Company is made to any countries within the European Economic Area (“EEA”) other than Sweden. In other member states of the EEA which have implemented European Parliament and Council Directive 2003/71/EC (the “Prospectus Directive”), such offering may be made only under the exemption in the Prospectus Directive as well as every relevant implementation measure (including measures to implement European Parliament and Council Directive 2010/73/EU). Neither the Company’s existing shares or any new shares have been or will be registered under the United States Securities Act of 1933 or applicable law of another country. The Prospectus is not directed to investors resident in the United States, Australia, Japan, New Zealand, South Africa or Canada, or to investors domiciled in any country where such distribution or publication of the Prospectus is contrary to applicable laws or regulations or requires additional prospectus, registration or other measures than those required by Swedish law. Share subscription and purchase of securities in violation of the above restrictions may be invalid. Persons who receive this Prospectus must inform themselves about such restrictions and observe such restrictions. Actions in violation of the restrictions may constitute a violation of applicable securities laws. This Prospectus is subject to Swedish law. Disputes arising from the contents of this Prospectus shall be settled in accordance with Swedish law and exclusively by a Swedish court.
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CEO comments
CEO COMMENTS
”Our vision is to become the world leader within our segment and we are on the right track” Dear investor, Absolent has grown from being a regional company in Sweden and the Nordics to become a supplier with three different brands with international market presence. Our vision is to become the world leader within our segment and we are on the right track. Despite rapid growth and business acquisitions we have maintained our entrepreneurial business culture and our constant focus on delivering value to our customer through products with high quality and right functionality through an efficient organisation. Sweden is among the countries with the toughest work environment regulations. The stringent requirements for air purification have helped Absolent over the years to develop products that can handle the most difficult applications while maintaining filtration efficiency and durability. Through acquisitions we have also included products that cover a larger volume of the market. We operate in a special niche of the air filtration market and our products for air filtration, oil mist, smoke and dust are currently installed at many well-known customers
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in the global manufacturing industry. With highly experienced and dedicated employees, as well as long-term owners, Absolent is well equipped for the future and the next step on our journey. Absolent have long-term customer relationships, which is a great asset for both Absolent and the customer. Research and development is conducted in-house, and the products are often developed in collaboration with customers and suppliers. Our products help customers to efficiently separate the very small oil and dust particles from the air from the machines that process metal in any form. Industrial air filtration significantly enhances the working environment in the factories, where oil smoke and oil mist can be hazardous to the health of the personnel and increases the wear and tear on the surrounding machinery. Moreover, customers are also able to reduce their heating costs since the purified warm air could be returned to the facility. Additional saving could also be achieved by reusing the coolant fluids. The demand for our products is
CEO comments
furthermore supported by increasingly stricter working environment requirements worldwide. The market within our niche is still fragmented with many regional companies, this provides us with an opportunity to become a global supplier with international service coverage. Absolent has the privilege to work with shareholders with long-term perspective that have supported our development over the years. Joakim Westh, one of three founders of Absolent, has been active since the start of the Company through his assignment as a member of the board. Carl-Henric Svanberg became an owner of the Company in 2000, and has contributed with his international experiences since then. In 2006, Melker Schörling became the largest owner of Absolent and will remain the largest shareholder also after the listing. Melker’s experience and long-term ownership model has been beneficiary to us and he will, alongside the other major shareholders, continue to support the Company’s management in our future expansion.
Our ambition is to continue our growth journey. We will continue to work for delivering the best products to our customers and improve their working environment. Our aim is to continue our expansion on both our current and new markets, while maintaining our entrepreneurial culture with unchanged focus on customer satisfaction, product development and efficiency. My opinion is that the conditions are good for continued growth of Absolent and hope that you as shareholder of Melker Schörling AB (publ) or employee of Absolent would like to participate on our journey.
CEO, Tony Landh
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Financial overview / Risks
FINANCIAL OVERVIEW Summary of income statement (SEK, thousands) 2012 Net sales 189 824 Gross income 89 746 Other operating expenses -42 603 Depreciation of tangible assets -1 742 Operating income before depreciation of intangible assets (EBITA) 45 401 Depreciation of intangible assets -22 333 Operating income (EBIT) 23 068 Financial items -1 381 Income after financial items 21 687 Taxes -11 112 Minority interests -167 Net income for the period 10 408
2013 Q1-2 2013 209 684 99 315 99 373 46 754 -44 850 -21 817 -1 674 -854 52 849 -21 434 31 415 -2 870 28 545 -11 820 713 17 438
24 082 -10 717 13 365 -1 101 12 265 -5 938 80 6 406
Q1-2 2014 131 074 60 864 -30 671 -1 088 29 105 -10 992 18 113 -1 329 16 783 -8 477 0 8 306
Key financial indicators 2012 2013 Q1-2 2013 Q1-2 2014 Sales growth (%) 2 % 10 % 0 % 32 % Operating income before deprecation of intangible assets (EBITA in SEK thousands) 45 401 52 849 24 082 29 105 Operating margin (EBITA %) 24 % 25 % 24 % 22 % Cash flow from operating activities (SEK thousands) 30 659 42 307 9 260 18 410 Equity ratio (%) 29 % 38 % 37 % 41 % Interest bearing net debt (SEK thousands) 24 137 22 280 33 075 12 383 Earnings per share (SEK) 1) 1,00 1,67 0,61 0,79 Earnings per share excluding goodwill amortisations (SEK) 1) 2) 3,13 3,72 1,64 1,85 Shareholders’ equity per share (SEK) 1) 3,87 5,30 4,48 6,03 Shares outstanding 1) 10 450 000 10 450 000 10 450 000 10 450 000 Average number of employees 85 87 85 99 1) Adjusted for split (100:1) as of the 13th of June 2014. 2) The parent company and the group do not apply IFRS/IAS 36. Therefore the group does not conduct goodwill impairment tests at the end of every fiscal year. Goodwill is amortised straight over five or ten years, of which the majority of the goodwill is amortised over five years.
RISKS The Company’s operations are associated with risks specific to the Company and industry. Examples of risks in no particular order include risks related to the business cycle, competition, technology development, dependence on distributors and suppliers, risks related to expansion, product warranty, political risks, legal risks, environmental risks, dependence of staff and key personnel and risks related to owners with significant influence. There are also financial risks related to currency fluctuations, interest rate risk, credit risk associated with accounts receivable and tax risks. Investments in the Company’s shares are subject to risks related to share price volatility, low liquidity and other risks related to investing in shares. For a detailed description of the Company’s risks and risks associated with investments in the Company’s shares, see the section ”Risk Factors” in the Prospectus. An investment always involves the risk of losing part or all of the invested capital.
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Subscription form
SUBSCRIPTION FORM Send to: Thenberg & Kinde Fondkommission AB Box 234 SE-431 23 Mölndal Tel: +46 (0) 31 745 50 30, fax: +46 (0) 31 711 22 31 A scanned copy of the subscription form can be sent to:
[email protected] Terms Company: Price per share: Company valuation prior to the Offer: Subscription block: Total number of shares offered: Total size of the Offer: Subscription period: Payment:
Absolent Group AB (publ) SEK 62 SEK 648 million 100 shares 806 452 shares SEK 50 000 000 September 15 – September 26, 2014 After notification of allocation
The signatory hereby applies, in accordance with the terms and conditions of the Offer, to acquire ………………………… shares in Absolent Group AB (publ) (no brokerage commission is charged). Allotted shares shall be paid in cash no later than three days after the contract note has been sent. The shares will thereafter be registered at Euroclear Sweden AB. The allocation decision is made by the Board of Directors. Shares that are not paid in time will be allotted to someone else. Incomplete or incorrectly specified subscription form will not be considered. The shares shall be registered at either a Swedish depot account if you have a Swedish bank, alternatively at a Custody Account if you have a foreign bank (one alternative only). ……………………………....……...................... Swedish Bank
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or ……………………………....……...................... Swedish Custody Bank
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……………………………....……...................... Foreign Bank
………………........…………............ BIC code
………………........…......................... Account number
NOTE! If the subscriber is purchasing shares using an ISK account or “Kapitalförsäkring”, the payment for the shares are required from a bank account connected to the ISK or “Kapitalförsäkring”. Please contact your Swedish bank for more information. The signatory acknowledges; (1) that the subscription is binding and authorizes Thenberg & Kinde Fondkommission AB (publ) to carry out the subscription in accordance with the terms of the Offer, (2) that no relationship exists between the subscriber and Thenberg following this subscription, and (3) that Thenberg does not assess whether or not the subscription is suitable for the signatory or whoever the signatory are subscribing for. Only one subscription form per subscriber will be considered. Surname/Company
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Thenberg & Kinde Fondkommission AB Svarspost 20207737 SE-431 20 Mölndal Sweden