Humana AB (“Humana” or the “Company”), a leading Nordic care provider, has decided to list the Company’s shares on Nasdaq Stockholm (the “Offering”). The prospectus for the Offering will be published today and the first day of trading is expected to be around 22 March 2016.
Humana AB (“Humana” or the “Company”), a leading Nordic care provider, has decided to list the Company’s shares on Nasdaq Stockholm (the “Offering”). The prospectus for the Offering will be published today and the first day of trading is expected to be around 22 March 2016.
- The Offering comprises a minimum of 12,622,721 and a maximum of 14,492,754 shares, of which a minimum of 7,258,064 and a maximum of 8,333,333 are newly issued shares offered by the Company and a minimum of 5,364,657 and a maximum of 6,159,421 are shares offered by the selling shareholders
- The newly issued shares are expected to provide the Company with gross proceeds of approximately SEK 450 million before deduction of costs related to the Offering. The Company intends to use the net proceeds from the primary offering to reduce current indebtedness and pay associated costs to achieve a net debt ratio that is in line the financial target established by the Board of Directors with respect to the capital structure
- In order to cover potential over-allotment in the Offering, the principal owner has undertaken to sell a maximum of 1,932,366 additional shares, corresponding to approximately 13 percent of the total number of shares in the Offering (the “OverAllotment Option”). Given full exercise of the Over-Allotment Option, the Offering will comprise a minimum of 14,305,750 and a maximum of 16,425,120 shares, corresponding to a minimum of 26.9 percent and a maximum of 30.3 percent of the total number of shares outstanding in the Company after completion of the Offering
- The offering price is expected to be set within the range SEK 54-62 per share, corresponding to a total value of the Company’s shares of SEK 2,928-3,295 million
- Six institutional investors, Zeres Capital, Bodenholm Capital, Handelsbanken Fonder, Incentive AS, ODIN Fonder and Swedbank Robur (the “Cornerstone Investors”) have committed to acquire shares in the Offering corresponding in total to approximately 50.7 percent of the total number of shares in the Offering (given full exercise of the Over-Allotment Option), which corresponds to a minimum of 13.7 percent and a maximum of 15.4 percent of the total number of shares in the Company aftercompletion of the Offering
- A prospectus will be published today on Humana’s website, Carnegie’s website for ongoing offerings, SEB’s website for prospectuses and Avanza’s website
- The first day of trading is expected to be around 22 March 2016
Rasmus Nerman, President & CEO of Humana, comments:
“Humana is an important part of the Nordic welfare system and a public listing, which brings additional visibility and transparency, is therefore seen as a natural step in the Company’s development. With additional financial strength and access to the capital markets, we are well prepared to respond to the large need for care that exists today and which will further increase in the future. Free customer choice is important to our customers and with Humana’s continuous focus on high quality we will keep working towards a new and higher standard in the care market. I am looking forward to continuing to build our position as the leading care provider in the Nordics together with all of Humana’s employees.”
Per Båtelson, Chairman of the Board of Humana comments:
“Humana has an impressive history of strong growth driven by both organic initiatives and numerous acquisitions. The Company has today established a leading position on the Nordic care market with attractive growth opportunities in Humana’s focus areas, full-responsibility homes and free customer choice. Therefore, now feels like the right time for the Company to broaden its shareholder base.”
Cornerstone Investors
The Cornerstone Investors have, subject to certain conditions, undertaken to acquire shares within the price range corresponding in total to approximately 50.7 percent of the total number of shares in the Offering (given full exercise of the Over-Allotment Option), which corresponds to a minimum of 13.7 percent and a maximum of 15.4 percent of the total number of outstanding shares in the Company after completion of the Offering. The six Cornerstone investors are Zeres Capital (14.1 percent of the shares in the Offering), Bodenholm Capital (7.3 percent), Handelsbanken Fonder (7.3 percent), Incentive AS (7.3 percent), ODIN Fonder (7.3 percent) and Swedbank Robur (7.3 percent).
Background and reasons for the Offering
Through the listing on Nasdaq Stockholm, Humana will gain a broader shareholder base and a listing is also expected to increase awareness of the Company and its services, as well as give Humana access to the Swedish and international capital markets. Humana also expects the listing to support the Company’s future growth opportunities and strategy by providing additional financial strength for further development of the Company’s services. Humana’s principal owner, funds advised or managed by Argan Capital Management L.P. (“Argan Capital” or the “Principal Owner”) and the Board of Directors believe that a listing of the
Company’s shares on Nasdaq Stockholm is a logical and important next step for the Company.
The Offering
The Offering consists of an offering to institutional investors in Sweden and internationally as well as an offering to the general public in Sweden and to employees of the Humana Group. The Offering includes both newly issued shares offered by Humana and existing shares offered by Argan Capital and certain minority shareholders (including certain current and former members of the Board of Directors). The Offering comprises a minimum of 12,622,721 and a maximum of 14,492,754 shares, of which a minimum of 7,258,064 and a maximum of 8,333,333 are newly issued shares offered by the Company and a minimum of 5,364,657 and a maximum of 6,159,421 are shares offered by the selling shareholders. The newly issued shares are expected to provide the Company with gross proceeds of approximately SEK 450 million before deduction of costs related to the Offering. The Company intends to use the net proceeds from the primary offering to reduce current indebtedness and pay associated costs to achieve a net debt ratio that is in line with the financial target established by the Board of Directors with respect to the capital structure.
In order to cover potential over-allotment in the Offering, the Principal Owner has undertaken to sell a maximum of 1,932,366 additional shares, corresponding to approximately 13 percent of the total number of shares in the Offering. Given full exercise of the Over-Allotment Option, the Offering comprises a minimum of 14,305,750 and a maximum of 16,425,120 shares, corresponding to a minimum of 26.9 percent and a maximum of 30.3 percent of the total number of shares outstanding in the Company after completion of the Offering.
The offering price is expected to be set within the range SEK 54-62 per share, corresponding to a total value of the Company’s shares of SEK 2,928-3,295 million. Carnegie and SEB are acting as Joint Global Coordinators and Joint Bookrunners, ABG Sundal Collier and DNB are acting as Joint Bookrunners. Mannheimer Swartling is legal adviser to Humana and Argan Capital. Gernandt & Danielsson is legal adviser to the Joint Global Coordinators and Joint Bookrunners.
Prospectus
A prospectus, containing the Offering’s complete terms and conditions, will be published today on Humana’s website (www.humana.se), Carnegie’s website for ongoing offerings (www.carnegie.se/om-carnegie/kontakt/pagaende-erbjudanden), SEB’s website for prospectuses (www.sebgroup.com/prospectuses) and Avanza’s website (www.avanza.se). Applications can be made through SEB’s internet banking service and Avanza’s internet service as well as through the application form that is available on Humana’s website and SEB’s website for prospectuses. The first day of trading in the Company’s shares is expected to be around 22 March 2016.
Preliminary timetable:
Application period for the general public
Application period for institutional investors
11-18 March 2016
11-21 March 2016
First day of trading on Nasdaq Stockholm 22 March 2016
Settlement date 24 March 2016
For further information, please contact:
Cecilia Lannebo, Head of Investor Relations, 070-220 82 77, cecilia.lannebo@humana.se
Helena Pharmanson, Head of Communication, 073-434 46 44, helena.pharmanson@humana.se
About Humana
Humana is a leading Nordic care company with over 14,000 full and part time employees which offers services within individual and family care, personal assistance, elderly care and housing with special service according to LSS. Humana has since 2001 developed from being a niche company within personal assistance, to become a care company offering a broad range of high-quality care services. In Sweden, Humana is the market leader within both individual and family care as well as personal assistance. In Norway, Humana is the second largest provider of services within individual and family care.
Humana’s goal is to improve the quality of day-to-day life for all the Company’s customers and clients. Operationally, Humana puts great focus and emphasis on quality and customer satisfaction based on the Company’s core values and vision. Humana strives to be a reliable and responsible employer and a long-term partner with a large commitment to society, continuously working to drive improvement in the care industry.
Since 2009, the Company’s revenue has grown by a compound annual growth rate of 22 percent, driven by both organic initiatives and a large number of acquisitions. Humana’s strategy is to focus on operations in segments that are characterized by free customer choice and operations in full-responsibility homes. In 2015 Humana’s net revenue amounted to SEK 5,593 million and EBIT amounted to SEK 312 million.
About Argan Capital
Argan Capital is a leading independent European private equity fund focused on acquiring and developing European mid-market companies. These companies typically focus on the services, consumer and industrial sectors, and Argan creates value through improvement of core processes, business transformation and international expansion. Argan's main focus markets include the Nordic region, Italy, France and emerging Europe. Argan Capital has owned Humana since 2008.
About Zeres Capital
Zeres Capital is an independent fund manager based in Stockholm. Zeres Capital invests in a concentrated portfolio of listed Nordic small cap companies with the aim to create value through active collaborative ownership.
About Bodenholm Capital
Bodenholm Capital is a long-term oriented global investment fund, investing in quality companies with a multi-year investment horizon. Bodenholm Capital runs concentrated portfolio of around 20 investments, enabling it to do deep due diligence to properly understand the drivers of the businesses it invests in. Bodenholm Capital is backed by Brummer & Partners.
About Handelsbanken Fonder
Handelsbanken Fonder is a wholly owned subsidiary of Svenska Handelsbanken and is a significant fund manager in Scandinavia. Handelsbanken Fonder offers funds that are targeted towards private individuals as well as institutional clients.
About Incentive AS
Incentive AS is an investment firm based in the Nordic region that invests in a concentrated portfolio of sound businesses it believes will produce attractive returns for its investors over long periods.
About ODIN Fonder
ODIN Fonder was founded in 1990 and is one of Norway's leading fund managers and a wholly-owned subsidiary of SpareBank 1 Gruppen AS in Norway. ODIN Fonder is an active, responsible and long-term fund manager. ODIN Fonder invests in companies with capable management teams, operating excellence and strong competitive positions, when the price offered by the market is attractive.
About Swedbank Robur
Swedbank Robur is one of Scandinavia’s largest fund managers and is a wholly owned subsidiary of Swedbank. Swedbank Robur offers savings alternatives for retail and institutional clients through mutual funds and discretionary asset management.
Important information
This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by Humana AB (the "Company") in any jurisdiction where such offer or sale would be unlawful. In EEA Member States, other than Sweden, that have implemented Directive 2003/71/EC as amended (together with any applicable implementing measures, the “Prospectus Directive”), such an offering may be made only in accordance with an exception in the Prospectus Directive or to qualified investors in that Member State within the meaning of the Prospectus Directive.
This document and the information contained herein are not for distribution in or into the United States of America. This document 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 is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” (as defined in section 86(7) of the Financial Services and Markets Act 2000) and who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Persons who are not relevant persons should not take any action on the basis of this document and should not act or rely on it.
A prospectus prepared in accordance with the Prospectus Directive has been published and is held available on Humana’s website (www.humana.se), Carnegie’s website for ongoing offerings (www.carnegie.se/om-carnegie/kontakt/pagaende-erbjudanden), SEB’s website for prospectuses (www.sebgroup.com/prospectuses) and Avanza’s website (www.avanza.se). This document constitutes advertisement and is not a prospectus for the purposes of the Prospectus Directive. Investors may not acquire any securities referred to in this press release except on the basis of information contained in the prospectus. Matters discussed in this release may constitute forward-looking statements. Forwardlooking statements are statements that are not historical facts and may be identified by words such as "believe," "expect," "anticipate," "intends," "estimate," "will," "may,"
"continue," "should" and 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 its 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 information, opinions and forward-looking statements contained in this release speak only as at its date, and are subject to change without notice.