Not for publication or distribution, in full or in part, directly or indirectly, in Canada, Australia, Japan or the United States
This information may, neither in full nor in part, nor directly or indirectly, be included, forwarded or distributed to Canada, Australia, Japan or the United States or into any jurisdiction in which such distribution is unlawful. This announcement does not constitute an offer to buy, subscribe for or sell securities in SmartGuy Group A/S (the "Securities") in Canada, Australia, Japan or the United States or in any other jurisdiction. The securities will not be offered and may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. The issuer of the Securities has not registered and does not intend to register any portion of the offering in the United States or to make a public offering of the Securities in the United States.
This announcement does not constitute a public offering of the Securities. Subscription for the Securities can take place solely on the basis of the published prospectus. A public offering is only made in Denmark.
SmartGuy Group A/S is publishing its prospectus today in connection with an offering of new shares
SmartGuy Group A/S (the "Company") today publishes a prospectus in connection with an offering (the "Offering") of new shares without pre-emptive rights to the existing shareholders with a view of obtaining gross proceeds in the range of DKK 90-108 million (equivalent to expected net proceeds in the range of DKK 77-95 million) to support the SmartGuy Group's growth strategy and to ensure an adequate distribution of the Company's shares to the public. The Offering consists of up to 45,000,000 new shares and an overallotment option for up to 6,000,000 new shares. It is expected that the offer price will be fixed within a range of DKK 2.00 – DKK 2.40 per share.
The Offering consists of a public offering in Denmark and a private placement to institutional investors in Europe.
The Offering is not underwritten. However, subject to certain conditions, Bestseller has made a binding advance commitment to subscribe for a number of new shares in the Offering, subject to its interest in SmartGuy Group A/S not exceeding 9.99%, to allow for the requirement of NASDAQ OMX Copenhagen for an adequate distribution of the shares to the public in connection with the Offering.
Nicolai Kærgaard, CEO of SmartGuy Group A/S, said:
"We are so pleased that we have reached a point where we can invite new shareholders into our company and obtain growth capital.”
Outline of the Offering
The Offering consists of up to 45,000,000 new shares and an overallotment option for up to 6,000,000 new shares. This may bring the total Offering up to 51,000,000 new shares. Prior to the Offering, the Company's share capital is DKK 233,156,691 divided into 233,156,691 shares, of which 2,718,897 shares are admitted to trading and official listing on NASDAQ OMX Copenhagen. It is expected that the shares issued in connection with the non-cash contribution on 31 October 2012 (225,000,000 shares) and the shares issued to the major shareholders in January 2012 (5,437,794 shares) will be admitted to trading and official listing on NASDAQ OMX Copenhagen on 9 November 2012.
It is expected that the Offer Price will be fixed within a range of DKK 2.00 – DKK 2.40 per share (free of brokerage) applying the bookbuilding method. The final offer price will be fixed by the Company's board of directors upon consultation with Handelsbanken, expected to be on or around 22 November 2012.
Based on an overall assessment of a number of factors, including the size of the Offering, the share price before and after the announcement of the non-cash contribution transaction on 31 October 2012, that the current market price has been established through trading in a relatively limited part of the share capital that is admitted to trading and official listing (1.17% of the total share capital before the completion of the Offering) and the pro forma consolidated equity per share as at 30 September 2012, the Company's board of directors deems the market price to be within that range.
The Offering is not underwritten. However, subject to certain conditions, Bestseller has made a binding advance commitment to subscribe for a number of shares in the Offering, subject to its interest in SmartGuy Group A/S not exceeding 9.99%, to allow for the requirement of NASDAQ OMX Copenhagen for an adequate distribution of the shares to the public in connection with the Offering.
The offer period will commence on, and include, 13 November 2012 and will close on 21 November 2012 at 4:00 p.m. (CET). The Offering may be closed before 21 November 2012. However, the Offering will not be closed before 15 November 2012 at 00:01 a.m. (CET), at the earliest. Any such early closure will be announced through NASDAQ OMX Copenhagen.
Delivery of the offer shares under the Offering is expected to take place on 27 November 2012 (the "Closing Date") against payment in cash. Offer Shares will be delivered in book-entry form to investors’ accounts with VP Securities A/S and through Euroclear Bank, S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, S.A. under the existing listed ISIN code DK0060046522. Accordingly, investors will receive existing shares made available to the Global Coordinator under the placing agreement for the purpose of settlement of the Offering. If the Offering is closed prior to 21 November 2012, payment, settlement and the first day of trading will be moved forward accordingly.
Expected timetable of principal events
| Date of publication of Prospectus (Prospectus Date) | 8 November 2012 |
| First day of trading and official listing of the existing shares that have not yet been admitted to trading and official listing under the existing ISIN code DK0060046522 | 9 November 2012 |
| Offer Period commences | 13 November 2012 |
| Earliest date of closure of the Offering | 15 November 2012 |
| Expected date of closure of the Offering | 21 November 2012 |
| Date of announcement of the results of the Offering and the final offer price | 22 November 2012 |
| Payment against delivery of the new shares | 27 November 2012 |
| Date of registration of the capital increase relating to the new shares with the Danish Business Authority | 27 November 2012 |
| First day of trading and official listing of the new shares under the existing ISIN code DK0060046522 | 29 November 2012 |
| Last date of exercise of the overallotment option and expiry date of the stabilisation period | 21 December 2012 |
| Date of registration of the capital increase relating to any overallotment shares with the Danish Business Authority | 3 January 2013 |
| First day of trading and official listing of any overallotment shares under the existing ISIN code DK0060046522 | 7 January 2013 |
Reasons for the Offering and use of proceeds
The gross proceeds to the Company from the Offering of the new shares before any exercise of the overallotment option will be DKK 99 million (assuming that the maximum number of new shares are subscribed for) at an offer price of DKK 2.20 (the mid point of the offer price range). After any exercise of the overallotment option, the net proceeds are expected to be DKK 112 million (assuming that the maximum number of overallotment shares are subscribed for) at an offer price of DKK 2.20 (the mid point of the offer price range).
The net proceeds (gross proceeds at an offer price of DKK 2.20 (the mid point of the offer price range) less expenses payable by the Company) from the Offering of the new shares before any exercise of the overallotment option are expected to be DKK 86 million. After any exercise of the overallotment option, the net proceeds are expected to be DKK 99 million.
It is expected that the net proceeds from the Offering of new shares and any overallotment shares will be used to support the SmartGuy Group's growth strategy. Management intends to use the net proceeds obtained together with existing cash, existing credit facilities and future operating profits to support SmartGuy's growth strategy by:
- expanding the warehouse facilities and other infrastructure;
- acquiring comparable companies ("Platform Investments") to complement SmartGuy's organic growth; and
- investing in increased working capital and marketing.
In addition to supporting SmartGuy's growth strategy, it is expected that the Offering of new shares will also ensure an adequate distribution of the shares to the public. After the completion of the non-cash contribution transaction, the Company does not meet the NASDAQ OMX Copenhagen's requirement for an adequate distribution of the shares to the public.
The Offering will not be completed if all the new shares are not subscribed for in the Offering and NASDAQ OMX Copenhagen does not, on or before 22 November 2012 (the expected date of announcement of the results of the Offering), approve the distribution of the shares to the public. If the Offering is not completed, it is expected that the Company will be delisted.
Global Coordinator
Handelsbanken Capital Markets (division of Svenska Handelsbanken AB (publ)), act as global coordinator of the Offering.
Prospectus
Copies of the prospectus are available on request from:
Handelsbanken Capital Markets
Havneholmen 29
DK-1561 Copenhagen V
Denmark
Tel. +45 46 79 16 14
E-mail: prospekt@handelsbanken.dk
In addition, copies of the prospectus may, with certain exceptions, including prohibition on access by persons located in the United States, Canada, Australia and Japan (and other jurisdictions in which the distribution of the prospectus is prohibited by applicable law) be downloaded from SmartGuy Group's website: www.smartguygroup.dk.
For additional information, please contact:
Questions regarding this announcement may be addressed to Nicolai Kærgaard, CEO, on mobile tel.: +45 26 22 99 11.
SmartGuy Group A/S
Bødkervej 5
DK-4450 Jyderup, Denmark
About SmartGuy
SmartGuy is a European online retailer of fashion apparel with a leading position in the Nordic region achieved through an unremitting commitment to profitable growth. SmartGuy has been named a growth gazelle by Danish business daily Børsen for six consecutive years and has received a number of awards, including the Danish e-Commerce Award on several occasions, for its strong business acumen and unique market position. SmartGuy's product offering extends from clothes, shoes, sportswear and sporting goods to personal care products and various accessories related to fashion apparel. SmartGuy caters to a wide range of consumers throughout Europe.
SmartGuy sells around 1,000 different brands, has more than 1.5 million registered users, more than 200 permanent staff and youth workers and its own warehouse and offices of some 10,000 sqm in Jyderup on Zealand, Denmark. SmartGuy sells its products to customers throughout most of Europe, but continues to derive most of its revenue from sales to customers in Denmark. In addition to Denmark, SmartGuy has local websites, local offices or actual subsidiaries in Sweden, Norway, Germany, the UK, Russia, the Netherlands, Poland and Finland. Management has launched a growth strategy, which is expected to increase the requirement for investment in additional staff, marketing, inventories and other operating assets. Management has high expectations for the economies of scale expected to be achieved from having a presence in a number of international markets; both in terms of sourcing, as bulk sourcing will usually trigger better sourcing prices, and in terms of marketing and distribution, as SmartGuy's existing concepts and business relationships can be scaled across borders.
