No. 1
COMPANY ANNOUNCEMENT
5 October 2010
NOT FOR RELEASE OR DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH
AFRICA
PANDORA prices its Initial Public Offering at DKK 210 per share
PANDORA A/S (“PANDORA”, or the “Company”), today announces an offer price of DKK
210 per share for its Initial Public Offering (“IPO”, or the “Offering”) of new
and existing shares (“Offer Shares”). Admission to trading and official listing
on NASDAQ OMX Copenhagen of the existing shares is expected to take place on
October 5, 2010, under the symbol “PNDORA”.
The Offering attracted strong interest from investors both in Denmark and
internationally.
Highlights of the Offering
Offer price fixed at DKK 210 per share, giving PANDORA a market capitalisation
of DKK 27.33 billion.
The total Offering comprises:
2,857,142 new shares to be issued by the Company, raising net proceeds of
approximately DKK 560 million;
44,552,785 existing shares sold by Prometheus Invest ApS (the “Selling
Shareholder”);
an over-allotment option of additional 6,682,917 existing shares at the Offer
price, granted by the Selling Shareholder to the Joint Global Coordinators (on
behalf of the Managers) exercisable in whole or in part up to November 4, 2010.
Prior to any exercise of the over-allotment option, the Offering amounts to DKK
9,956 million, and if the over-allotment option is exercised in full the
Offering size will be DKK 11,359 million. The free float, representing the
proportion of the share capital held by new investors, will be 35.9% prior to
any exercise of the over-allotment option, and 41.0% if the over-allotment
option is exercised in full.
Approximately 5,000 investors have been allocated shares in PANDORA.
Approximately 5% of the Offer Shares have been allocated to retail investors in
Denmark, and 95% to Danish and international institutional investors.
The Selling Shareholder will hold 81,384,524 shares after the Offering and after
the sale of shares to PANDORA in connection with its long-term incentive
program, but prior to any exercise of the over-allotment option, comprising
62.5% of the Company's share capital. If the over-allotment option is fully
exercised, the Selling Shareholder will hold 74,701,607 shares comprising 57.4%
of the Company's share capital. This assumes (i) all Warrants are exercised by
certain members of our Board of Directors, Executive Management, Key Employees
and other participants in the Warrant Program and (ii) 35% of Shares received by
the holders of Warrants upon exercise are sold pro rata to the Selling
Shareholder in connection with the Offering.
Further details of the Offering may be found in appendix 1 (“Pricing
Statement”).
A total of 31,424 shares have been allocated in the Offering to the Chairman of
the Board of Directors and members of the Board of Directors. Overall, the
Chairman of the Board of Directors, members of the Board of Directors and
non-executive employees of the Company and its subsidiaries were allocated
approximately DKK 30.5 million of shares in the IPO. Furthermore, a total of
502,866 and 142,857 shares have been allocated in the Offering to the previous
minority shareholders of Ad Astra Holdings Pty Ltd. and PANDORA Jewelry CWE,
respectively.
Except as set forth above, in respect of orders for amounts of more than DKK 3
million, individual allocations have been determined by the Selling Shareholder,
PANDORA and the Company's Board of Directors in consultation with the Joint
Global Coordinators.
With respect to orders for amounts of up to and including DKK 3 million,
reductions have been made mathematically as follows - and all amounts of shares
have been rounded down to the nearest whole number of shares:
Orders for up to and including 476 shares, corresponding to DKK 99,960, have
been allocated in full;
Orders for up to and including 4,761 shares, corresponding to DKK 999,810, have
been allocated 476 shares and 70% of the remaining order; and
Orders for more than 4,761 shares have been allocated 3,475 shares and 45% of
the remaining order.
In addition, the Selling Shareholder has sold a total of 190,476 existing shares
to the Company at the Offer Price, in order to deliver shares for the Company's
long-term incentive program.
Admission to trading and official listing on NASDAQ OMX Copenhagen of the
existing shares is expected to take place on October 5, 2010. The Company's
ticker is PNDORA. The Company's shares have the ISIN code DK0060252690. The
Offer Shares are expected to be delivered on or about October 8, 2010 (the
“Closing Date”) against payment in immediately available funds in Danish kroner.
The Offer Shares will be delivered in book-entry form on the Closing Date to
investors' accounts with VP Securities A/S and through the facilities of
Euroclear Bank, S.A./N.V. and Clearstream Banking S.A.
Admission to trading and official listing on NASDAQ OMX Copenhagen of the new
shares is expected to take place on October 12, 2010 in the existing ISIN code
DK0060252690.
Goldman Sachs International, J.P. Morgan Securities Ltd., Morgan Stanley & Co.
International plc and Nordea Markets (Division of Nordea Bank Danmark A/S) are
acting as Joint Global Coordinators and Joint Bookrunners in the Offering, while
Carnegie Bank A/S and SEB Enskilda, Skandinaviska Enskilda Banken AB (publ),
Copenhagen branch, are acting as Co-Lead Managers. N M Rothschild and Sons
Limited and FIH PARTNERS A/S are acting as financial advisors to PANDORA and the
Selling Shareholder.
Allan Leighton, PANDORA´s Chairman of the Board, commented: “We are very pleased
with the very strong interest and support the PANDORA IPO has received from
leading investors in Denmark and internationally. We would like to welcome our
many new shareholders and thank them and Prometheus Invest ApS for the support
and confidence shown in the Company and its future development as a publicly
listed company.”
ABOUT PANDORA
PANDORA is a designer, manufacturer, marketer and distributor of hand finished
and modern jewellery made from genuine materials - primarily sterling silver,
gold, precious and semi-precious stones and Murano glass. As at 30 June 2010,
our jewellery was sold in 47 countries on six continents through approximately
10,000 points of sale, including over 260 PANDORA branded concept stores.
Our collectible charm bracelets made from sterling silver and gold and charms
made from different genuine materials, which are featured in our Moments
collection, constitute our core product offering. In addition, we offer other
pieces of jewellery, such as rings, bracelets, necklaces and earrings, through
our Moments, Stories, Compose, LovePods and Liquid Silver collections.
PANDORA was founded in 1982 in Copenhagen, Denmark and employs over 4,500 people
worldwide, of whom more than 3,300 are located in Gemopolis, Thailand, where
PANDORA manufactures its jewellery. The company is privately owned by the
founders and - since March 2008 - funds managed by the private equity firm Axcel
as the majority shareholders. In 2009, PANDORA generated revenue of
approximately DKK 3.5 billion (approximately EUR 465 million) and EBITDA of
approximately DKK 1.6 billion, and in H1 2010 generated revenue of approximately
DKK 2.6 billion (approximately EUR 345 million) and EBITDA of approximately DKK
1.0 billion.
CONTACT
For further queries, please contact:
Kasper Riis, Communications Manager
Phone +45 3672 0044
Mobile +45 3035 6728
This document and the information contained herein are not for distribution in
or into the United States of America (including its territories and possessions,
any state of the United States of America and the District of Columbia) (the
“United States”). This document does not constitute, or form part of, an offer
to sell, or a solicitation of an offer to purchase, any securities in the United
States. The securities of PANDORA A/S have not been and will not be registered
under the U.S. Securities Act of 1933 (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.
In any EEA Member State, other than the Kingdom of Denmark, that has implemented
Directive 2003/71/EC (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.
This communication is only being distributed to and is only directed at (i)
persons who are outside the United Kingdom, (ii) to investment professionals
falling within Article 19(5) of the U.K. Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth entities
falling within Article 49(2)(a) - (d) of the Order (the persons described in (i)
through (iii) above together being referred to as “relevant persons”). The
securities are only available to, and any invitation, offer or agreement to
subscribe, purchase or otherwise acquire such securities will be engaged in only
with, relevant persons. Any person who is not a relevant person should not act
or rely on this document or any of its contents.
Stabilisation / FSA.
Appendix 1: Pricing Statement
APPENDIX 1: PRICING STATEMENT
This document constitutes a pricing statement relating to the Offering of Offer
Shares described in the English offering circular (the “Offering Circular”)
published by PANDORA A/S (the “Company”) on 20 September 2010 and should be read
in conjunction with the Offering Circular. Terms used and not defined herein
have the meaning ascribed to them in the Offering Circular.
The Offering consists of: (i) an initial public offering in Denmark, (ii) a
private placement in the United States to persons who are “qualified
institutional buyers” or “QIBs” (as defined in Rule 144A (“Rule 144A”) under the
U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”)), in
reliance on Rule 144A or another available exemption from the registration
requirements under the U.S. Securities Act and (iii) private placements to
institutional investors in the rest of the world. The Offering outside the
United States will be made in compliance with Regulation S (“Regulation S”)
under the U.S. Securities Act.
The Offer Shares have not been and will not be registered under the U.S.
Securities Act. Prospective investors are hereby notified that sellers of the
Offer Shares may be relying on the exemption from the registration requirements
of Section 5 of the U.S. Securities Act provided by Rule 144A. For certain
restrictions on transfer of the Offer Shares, see “Transfer Restrictions” in the
Offering Circular. The distribution of the Offering Circular and the offer of
the Offer Shares in certain jurisdictions is restricted by law. Persons into
whose possession this pricing statement and the Offering Circular come are
required by the Company, the Selling Shareholder (as defined below) and the
Managers (as defined below) to inform themselves about and to observe such
restrictions. See “Plan of Distribution — Selling Restrictions” in the Offering
Circular.
Goldman Sachs International, J.P. Morgan Securities Ltd., Morgan Stanley & Co.
International plc and Nordea Markets (Division of Nordea Bank Danmark A/S) are
acting as Joint Global Coordinators and Joint Bookrunners (together, the “Joint
Global Coordinators”) in the Offering, while Carnegie Bank A/S and SEB Enskilda,
Skandinaviska Enskilda Banken AB (publ), Copenhagen Branch are acting as Co-Lead
Managers (together, the “Co-Lead Managers” and, together with the Joint Global
Coordinators, the “Managers”). N M Rothschild and Sons Limited and FIH PARTNERS
A/S are acting as financial advisors to the Company and Prometheus Invest ApS
(the “Selling Shareholder”).
The Offer Period has closed. The final Offer Price and other Offering
statistics are set forth below.
1. OFFERING STATISTICS
--------------------------------------------------------------------------------
| Offer Price per Offer Share | DKK 210 |
--------------------------------------------------------------------------------
| Total number of Offer Shares offered in the Offering | 47,409,927 |
| (assuming the Overallotment Option is not exercised) | |
--------------------------------------------------------------------------------
| Total number of New Shares offered in the Offering | 2,857,142 |
--------------------------------------------------------------------------------
| Total number of Existing Offer Shares offered in the | 44,552,785 |
| Offering (assuming the Overallotment Option is not | |
| exercised) | |
--------------------------------------------------------------------------------
| Total number of additional Shares(1) | 6,682,917 |
--------------------------------------------------------------------------------
| Approximate market capitalization of the Company at the | DKK 27,330 |
| Offer Price(2) | million |
--------------------------------------------------------------------------------
| Approximate gross proceeds receivable by the Company | DKK 600 million |
--------------------------------------------------------------------------------
| Approximate net proceeds receivable by the Company(3) | DKK 560 million |
--------------------------------------------------------------------------------
| Approximate gross proceeds receivable by the Selling | DKK 9,356 million |
| Shareholder (assuming the Overallotment Option is not | |
| exercised) | |
--------------------------------------------------------------------------------
| Approximate net proceeds receivable by the Selling | DKK 9,013 million |
| Shareholder (assuming the Overallotment Option is not | |
| exercised)(4) | |
--------------------------------------------------------------------------------
| Approximate gross proceeds receivable by the Selling | DKK 10,759 |
| Shareholder (assuming the Overallotment Option is | million |
| exercised in full) | |
--------------------------------------------------------------------------------
| Approximate net proceeds receivable by the Selling | DKK 10,375 |
| Shareholder (assuming the Overallotment Option is | million |
| exercised in full)(4) | |
--------------------------------------------------------------------------------
| Percentage of share capital owned by the Selling | 62.5% |
| Shareholder immediately prior to any exercise of the | |
| Overallotment Option(2) | |
--------------------------------------------------------------------------------
| Percentage of share capital owned by the Selling | 57.4% |
| Shareholder immediately following exercise of the | |
| Overallotment Option (assuming the Overallotment Option | |
| is exercised in full)(2) | |
--------------------------------------------------------------------------------
(1) Shares available to purchase by the Joint Global Coordinators, on behalf of
the Managers, pursuant to the Overallotment Option.
(2) Assuming further exercise of all outstanding Warrants in connection with the
Offering and sale by the holders of Warrants of 35% of the Shares received upon
exercise of the Warrants to the Selling Shareholder in connection with the
Offering.
(3) Net proceeds receivable by the Company are stated after deduction of
underwriting commissions and other estimated fees and expenses of the Offering
of up to DKK 40 million payable by the Company.
(4) Net proceeds receivable by the Selling Shareholder are stated after
deduction of underwriting commissions and other estimated fees and expenses of
the Offering of up to DKK 343 million, assuming the Overallotment Option is not
exercised, and up to DKK 385 million, assuming the Overallotment Option is
exercised in full, payable by the Selling Shareholder.
2. SHARE CAPITAL INFORMATION
Our registered share capital immediately following completion of the Offering
and registration of the New Shares with the Danish Commerce and Companies Agency
will be as follows:
--------------------------------------------------------------------------------
| | No. of Shares | Nominal |
| | | Value(1) |
--------------------------------------------------------------------------------
| Shares | 128,357,142 | DKK |
| | | 128,357,142 |
--------------------------------------------------------------------------------
(1) Comprising 128,357,142 shares of DKK 1.
In addition, if the holders of Warrants exercise their Warrants in connection
with the Offering, our registered share capital immediately after the Offering
and the registration of both the New Shares and the Shares issued in connection
with an exercise of the Warrants with the Danish Commerce and Companies Agency
will have a nominal value of DKK 130,143,258 comprising 130,143,258 shares of
DKK 1.
The New Shares will be registered with the Danish Commerce and Companies Agency
on 8 October 2010, and admission to trading and official listing of the New
Shares on NASDAQ OMX Copenhagen A/S is expected to take place on 12 October
2010.
3. MAJOR SHAREHOLDERS
The table below identifies the ownership percentages in the Selling Shareholder
of legal entities who are shareholders of the Selling Shareholder and ownership
percentages in the Company immediately prior to, and upon completion of, the
Offering, assuming (i) all Warrants are exercised by certain members of our
Board of Directors, Executive Management, Key Employees and other participants
in the Warrant Program and (ii) 35% of Shares received by the holders of
Warrants upon exercise are sold pro rata to the Selling Shareholder in
connection with the Offering:
--------------------------------------------------------------------------------
| | Prior to | Post | Post |
| | Offering | Offering | Offering |
| | | (if the | (if the |
| | | Overallotme | Overallotme |
| | | nt Option | nt Option |
| | | is not | is |
| | | exercised) | exercised |
| | | | in full) |
--------------------------------------------------------------------------------
| | % |
--------------------------------------------------------------------------------
| Ownership in the Company: | | | |
--------------------------------------------------------------------------------
| Selling Shareholder | 100.00 | 62.5 | 57.4 |
--------------------------------------------------------------------------------
| Karin and Brook Adcock(1) | - | 0.4 | 0.4 |
--------------------------------------------------------------------------------
| Kasi ApS(2) | - | 0.1 | 0.1 |
--------------------------------------------------------------------------------
| Treasury Shares(3) - | - | 0.1 | 0.1 |
--------------------------------------------------------------------------------
| Holders of Warrants | - | 0.9 | 0.9 |
--------------------------------------------------------------------------------
| New shareholders | - | 35.9 | 41.0 |
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
| Ownership in the Selling | | | |
| Shareholder(4) | | | |
--------------------------------------------------------------------------------
| Axcel Prometheus Invest 2 ApS(5) | 59.3 | 57.4 | 57.4 |
--------------------------------------------------------------------------------
| Pewic Holding ApS(6) | 12.4 | 13.4 | 13.4 |
--------------------------------------------------------------------------------
| RSMLP Holding ApS(7) | 14.8 | 14.8 | 14.8 |
--------------------------------------------------------------------------------
| PANDORA Leadership ApS and | 13.5 | 14.3 | 14.3 |
| other(8) | | | |
--------------------------------------------------------------------------------
(1) Reflects New Shares allocated by the Company in the Offering to the former
minority shareholders of Ad Astra Holdings Pty Ltd. as a result of their
obligation to use AUS 20 million (corresponding to approximately DKK 106 million
as at 1 October 2010, being the latest practicable date before publication of
this pricing statement) to purchase such New Shares in the Offering at the Offer
Price.
(2) Reflects New Shares allocated by the Company in the Offering to the former
minority shareholder of PANDORA Jewelry CWE as a result of its obligation to use
DKK 30 million to purchase such New Shares in the Offering at the Offer Price.
(3) Reflects Shares to be acquired by the Company at the Offer Price from the
Selling Shareholder.
(4) The members of the Board of Directors Christian Frigast and Nikolaj
Vejlsgaard indirectly own approximately 0.09% and 0.06%, respectively, of the
Selling Shareholder through various companies. Axcel, Per Enevoldsen and his
family, other longstanding contributors to our business (the founders of our
U.S. sales and distribution business, designers, and a former sales director)
and certain members of our Board of Directors (Torben Ballegaard Sørensen and
Erik D. Jensen), Executive Management (Mikkel Vendelin Olesen and Henrik
Holmark), Key Employees (Thomas Ryge Mikkelsen) and other participants in our
Warrant Program will hold, directly or indirectly, 59.3%, 21.0%, 18.5% and 1.2%,
respectively, of the shares of the Selling Shareholder immediately prior to, and
upon completion of, the Offering.
(5) Shares held indirectly by Axcel through Axcel Prometheus Invest 1 ApS. Axcel
Prometheus Invest 1 ApS is owned by Axcel Prometheus NewCo ApS.
(6) Shares held directly by Per Enevoldsen (40%), Winnie Enevoldsen (40%) and
Christian Enevoldsen (20%).
(7) Shares held directly by MLP LLC (50%) and RS Family ApS (50%). The shares of
MLP LLC are held by Michael Lund Petersen. The shares of RS Family ApS are held
by RS Holding ApS (77.78%) and RS Arving ApS (22.22%). The shares of RS Holding
ApS are held by René Sindlev. 50.1% of the shares of RS Arving ApS are held by
René Sindlev. The remaining 49.9% are held by Anneli Sindlev, Grethe Sindlev
Juul, Lucas Phillip Sindlev and Oliver Christian Sindlev.
(8) Shares held directly by PANDORA Leadership ApS (13.2718%), Thomas Nyborg
(0.0659%), Torben Ballegaard Sørensen (0.0659%), Erik D. Jensen (0.0659%) and
John White (0.0395%). The shares of PANDORA Leadership ApS are held by Wipec
Holding ApS (64.80%), Xenia Enø ApS (14.90%), KR Kurs ApS (13.41%), Mikkel
Vendelin Olesen (2.48%), Henrik Holmark (1.99%), Thomas Ryge Mikkelsen (1.49%),
Tobias Johan Toft (0.79%), and Ulrik Thaysen (0.15%). The shares of Wipec
Holding ApS are held by Pewic Holding ApS. The Shares of Pewic Holding ApS are
held by Per Enevoldsen (40%), Winnie Enevoldsen (40%) and Christian Enevoldsen
(20%). The shares of Xenia Enø ApS are held by Lone Frandsen (50%) and Lisbeth
Enø Larsen (50%). The shares of KR Kurs ApS are held by Kenneth Ramstrup. Tobias
Johan Toft, Ulrik Thaysen, Kenneth Ramstrup, John White and Thomas Nyborg hold
or have held leadership roles in the Company.
The table below sets forth the holders of Warrants as of the date hereof and the
number of Shares that shall be held by the individuals, directly or through
entities wholly owned by them, after exercise of their Warrants and the sale to
the Selling Shareholder of 35% of the Shares received by the holders of Warrants
from such exercise in connection with the Offering:
--------------------------------------------------------------------------------
| Names of holder of warrants(1): | Number | Number | Number |
| | of | of | of |
| | Warrants | Shares | Shares |
| | prior to | if all | post |
| | the | Warrants | Offering |
| | Offering | are | if all |
| | | exercise | Warrants |
| | | d | are |
| | | | exercise |
| | | | d and |
| | | | 35% of |
| | | | Shares |
| | | | received |
| | | | upon |
| | | | exercise |
| | | | are sold |
| | | | to |
| | | | Selling |
| | | | Sharehol |
| | | | der |
--------------------------------------------------------------------------------
| Mikkel Vendelin Olesen(2) | 412 | 415,397 | 270,008 |
--------------------------------------------------------------------------------
| Tobias Toft | 132 | 133,088 | 86,507 |
--------------------------------------------------------------------------------
| John White | 49 | 49,404 | 32,113 |
--------------------------------------------------------------------------------
| Henrik Holmark(3) | 329 | 331,713 | 215,613 |
--------------------------------------------------------------------------------
| Ulrik Thaysen | 25 | 25,206 | 16,384 |
--------------------------------------------------------------------------------
| Thomas Ryge Mikkelsen(4) | 247 | 249,036 | 161,873 |
--------------------------------------------------------------------------------
| Thomas Nyborg | 82 | 82,676 | 53,739 |
--------------------------------------------------------------------------------
| Torben Ballegaard Sorensen(5) | 421 | 424,471 | 275,906 |
--------------------------------------------------------------------------------
| Erik D. Jensen(6) | 82 | 82,676 | 53,739 |
--------------------------------------------------------------------------------
(1) No other members of the Board of Directors, Executive Management or Key
Employees owned Warrants as at 5 October 2010.
(2) Mikkel Vendelin Olesen is a member of the Executive Management.
(3) Henrik Holmark is a member of the Executive Management.
(4) Thomas Ryge Mikkelsen is a Key Employee in the Company.
(5) Torben Ballegaard Sørensen is a member of the Board of Directors.
(6) Erik D. Jensen is a member of the Board of Directors.
Our Chairman, Allan Leighton, has agreed to purchase and the Company will
allocate in the Offering a minimum number of Offer Shares that is equal in value
to the gross amount of his fixed annual cash fee for one year. In addition, over
the three year period following the Offering, Mr. Leighton has agreed to invest
in the Company, through open market purchases of Shares, a minimum amount equal
to half of the gross amount of his fixed annual cash fee for one year. Further,
our other members of the Board of Directors, except Torben Ballegaard Sørensen
and Erik D. Jensen, who already own Warrants, have accepted to purchase and the
Company will allocate in the Offering a minimum number of Offer Shares that is
equal in value to the gross amount of their fixed annual cash fee, respectively,
for one year. Our Chairman and the other members of the Board of Directors are
required not to sell their Shares so acquired until they retire from their
position on the Board of Directors. See “Management and Employees — Compensation
of the Board of Directors” in the Offering Circular.
