NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURES
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFERING MEMORANDUM OR A PROSPECTUS AS DEFINED BY REGULATION (EU) NO. 2017/1129 OF 14 JUNE 2017.
GN Store Nord A/S announces plan to strengthen its capital structure to execute growth opportunities including a directed issue and private placing of a total of approximately 17 million shares
The new capital plan aims to strike the right balance between current market challenges and future significant growth opportunities, allowing GN to execute on both short- and long-term market share opportunities.
As a key pillar of the plan, GN Store Nord A/S ("GN") today launches an offering of shares at market price via a directed issue and private placing (the "Placing"). The Placing will be conducted through an accelerated book-building process and will consist of up to a total of 17,319,337 shares (nominally DKK 69,277,348) of DKK 4.00 each comprising up to 13,719,337 new shares (nominally DKK 54,877,348) (the "New Shares") and up to 3,600,000 existing treasury shares (nominally DKK 14,400,000) (the "Treasury Shares") (together with the New Shares, the "Shares").
Background for the Placing
In October 2021, GN announced the DKK 8 billion debt-financed acquisition of SteelSeries, a global pioneer in premium software-enabled gaming gear. In light of the significant changes in the macroeconomic environment and GN's leverage, GN has developed a new capital plan to prepare for repayment of approximately DKK 7 billion debt that matures in 2024. The pillars are:
- Cash at hand and positive Free Cash Flow excl. M&A for 2023 and 2024 at Group level
- DKK 1.0 - 2.0 billion via disposals of selected assets
- DKK 2.1 billion new debt (EUR 280 million) via debt refinancing, replacing the existing EUR 520 million term loan expiring in 2025 with a new EUR 800 million term loan facility expiring in 2026 (term sheet signed; finalization of the loan subject to final agreement on customary long form documentation and completion of the Placing)
- An accelerated bookbuild offering of New and Treasury Shares up to 17,319,337 shares
Moreover, GN still has immediate access to an undrawn revolving credit facility of EUR 350 million maturing in 2027.
GN is confident that these actions will put the company in the best position going forward to continue our innovation strategy built on 150 years of technology-driven enhancement of vital human senses with the underlying philosophy of bringing people closer.
This entails further realization of the synergies that can be derived from a one-company mindset with hearing, audio, video and gaming technologies, competencies, and channels under one roof. The current synergies are centered around 4 main levers:
- Further leveraging and sharing deep and complex technology between GN's diversified R&D organizations. The emerging OTC market is just one example, where GN is benefitting from both audio and hearing technologies to develop Jabra Enhance Plus, and as AI and other critical technologies continue to converge, GN's broad range of R&D expertise and combined scale will gain increasing importance as a competitive advantage
- Further strengthening our commercialization by consolidating go-to-market models and channel overlap - most recently, SteelSeries' and Jabra's Retail Sales & Marketing organizations were merged into one team under the leadership of SteelSeries' CEO to leverage the combined scale and increase relevance and strategic importance with key retailers and distributors
- Further streamlining to drive efficiencies and cost reductions as a result of one shared supply chain organization - in April 2023, GN Hearing's and GN Audio's two Global Operations organizations were merged into one team under one leadership with the aim to further leverage both structural and operational synergies within sourcing, manufacturing, and distribution
- Further utilizing know-how and company scale across GN's operating assets to drive synergies across back-office functions including shared IT, HR etc. Currently, a first phase of a new cloud-based ERP system has gone live as a common system to ultimately encompass all group companies
The Board and Management are confident in GN's strategy, our markets, and our ability to execute and continue to gain market share which we believe will create significant value for shareholders in the coming years.
The Placing
The Placing will be made pursuant to applicable exemptions from the obligation to publish a prospectus as a directed issue and private placement to eligible institutional and professional investors in Denmark and in certain other jurisdictions at market price and without pre-emption rights for GN's existing shareholders.
The Placing will be initiated with immediate effect and can close at any time. The Shares will be sold at market price as determined by the Board of Directors of GN after the close of the Placing based on a book-building process. The result of the Placing, the offer price and allocation are expected to be announced as soon as practicable thereafter.
GN, the Board of Directors and the Executive Management have agreed to a 180-day lock-up period following settlement of the Placing in relation to shares in GN. The lock-up undertakings are subject to certain customary exemptions. The Placing is not underwritten.
Resolution on share capital increase
The decision to launch the Placing in a directed issue has been made by the Board of Directors covering Treasury Shares currently held by GN and New Shares to be issued in accordance with Article 5.2 in GN's Articles of Association pursuant to which the Board of Directors is authorized to make share capital increases without pre-emption rights for the existing shareholders.
The actual number of New Shares issued and dilution from the Placing will be subject to the final offer price and will be announced in connection with the announcement of the results of the Placing.
Admission to trading and official listing
The New Shares and the Treasury Shares will be delivered in the temporary ISIN code DK0062495669. No application for admission to trading and official listing has been, or will be, filed for the New Shares and the Treasury Shares in the temporary ISIN code, and the temporary ISIN code will only be registered with Euronext Securities Copenhagen (VP Securities A/S) for subscription of the New Shares and for the Placing of the Treasury Shares. The temporary ISIN code in Euronext Securities Copenhagen (VP Securities A/S) will be merged with the permanent ISIN code for the existing shares, DK0010272632, as soon as possible following registration of the share capital increase for the New Shares with the Danish Business Authority. The New Shares are expected to be admitted to trading and official listing on Nasdaq Copenhagen A/S on or around 31 May 2023.
Expected timetable for the Placing
The Placing will be initiated immediately and can close at any time.
| Date | Event |
| 24 May 2023 | Pricing and allocation - announcement of subscription price and result of the Placing |
| 30 May 2023 | Settlement and payment against delivery of the Shares |
| 30 May 2023 | Expected registration of the capital increase with the Danish Business Authority |
| 31 May 2023 | Admission to trading and official listing of the New Shares on Nasdaq Copenhagen A/S |
| 1 June 2023 | Merger of the temporary ISIN of the New Shares and the Treasury Shares with the ISIN of the existing shares |
The closing of the Placing is subject to the Placing not being withdrawn prior to the registration of the capital increase and GN making an announcement to that effect.
The New Shares and the Treasury Shares
The Placing comprises a total of up to 17,319,337 Shares of DKK 4.00 each comprising the New Shares and the Treasury Shares. The New Shares, if the Placing is fully subscribed, will represent 10.0% of GN's current registered share capital of DKK 548,773,512, and will account for 9.1% of GN's registered share capital upon completion of the capital increase relating to the New Shares. The Shares, if the Placing is fully subscribed and sold, will represent 12.6% of GN's current registered share capital, and will account for 11.5% of GN's registered share capital upon completion of the capital increase relating to the New Shares.
GN currently owns a total of 9.2 million treasury shares, corresponding to 6.7% of GN's total issued and registered share capital. GN contemplates selling up to 3.6 million Treasury Shares in the Placing corresponding to 2.6% of GN's total issued and registered share capital. The Treasury Shares offered for sale have been acquired under previous share buybacks.
Following completion of the share capital increase for the New Shares and assuming the New Shares are fully subscribed, the registered share capital of GN will amount to DKK 603,650,860 divided into 150,912,715 shares of nominally DKK 4.00 each.
The New Shares will rank pari passu in all respects with existing shares in GN. The New Shares will be negotiable instruments, and no restrictions will apply to their transferability. No shares, including the New Shares, carry or will carry any special rights. Rights conferred by the New Shares, including voting rights and dividend rights, will apply from the time when the capital increase is registered with the Danish Business Authority. The New Shares must be registered in the name of the holder in GN's register of shareholders.
If the Placing is oversubscribed and fully sold, an individual allocation of the Shares will be made. Allocation of New Shares will be made in advance of any allocation of Treasury Shares.
The Treasury Shares have the same rights as GN's other existing shares and will be sold without any pre-emption rights for existing shareholders and new owners of any Treasury Share will be recorded in GN's register of shareholders.
Joint Global Coordinators
BNP PARIBAS, Danske Bank A/S, DNB Markets, a part of DNB Bank ASA, J.P. Morgan SE, Nordea Danmark, filial af Nordea Bank Abp, Finland, and Skandinaviska Enskilda Banken, Danmark, filial af Skandinaviska Enskilda Banken AB (publ), Sverige, act as Joint Global Coordinators and Joint Bookrunners in connection with the Placing.
For further information, please contact:
Investors and analysts
Anne Sofie Staunsbæk Veyhe +45 45 75 85 06
Rune Sandager +45 45 75 92 57
Press and the media
Steen Frentz Laursen +45 20 65 34 20
About GN
GN facilitates communication between people through intelligent hearing, audio, video, and gaming technology. Inspired by people and driven by our passion for innovation, we leverage technologies to deliver unique user experiences that bring people closer through the power of sound and vision.
GN was founded more than 150 years ago with a vision to connect the world. Today, we proudly honor that legacy with our world-leading expertise in the human ear, audio, video and speech, wireless technologies, software, miniaturization, and collaboration with leading technology partners. GN's solutions are marketed by the brands ReSound, SteelSeries, Jabra, Beltone, Interton, BlueParrott, Danavox and FalCom in 100 countries. Founded in 1869, the GN Group employs 8,000 people and is listed on Nasdaq Copenhagen (GN.CO).
Visit our homepage GN.com - and connect with us on LinkedIn, Facebook and Twitter
Important notice
This announcement does not constitute an offering memorandum or a prospectus as defined by Regulation (EU) No. 2017/1129 of 14 June 2017 and nothing herein contains an offering of securities.
This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by GN Store Nord A/S in any jurisdiction where such offer or sale would be unlawful and the announcement and the information contained herein are not for distribution or release, directly or indirectly, in or into such jurisdictions.
This announcement 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. 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 any member state of the European Economic Area ("EEA Member State"), other than Denmark, this announcement is only addressed to, and is only directed at, 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 Regulation (EU) No. 2017/1129 of 14 June 2017.
In the United Kingdom, this announcement is only being distributed to and is only directed at: (A) qualified investors, as such term is defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018; and who are also (B)(i) persons outside the United Kingdom or (ii) 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 (A) and (B)(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.
No prospectus will be made available in connection with the matters contained in this announcement and no such prospectus is required to be published.
This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the GN's securities. Any investment decision to purchase or offer to purchase GN's securities in connection with the Placing must be made solely on the basis of publicly available information, which has not been independently verified by BNP PARIBAS, Danske Bank A/S, DNB Markets, a part of DNB Bank ASA, J.P. Morgan SE, Nordea Danmark, filial af Nordea Bank Abp, Finland, and Skandinaviska Enskilda Banken, Danmark, filial af Skandinaviska Enskilda Banken AB (publ), Sverige (the "Joint Global Coordinators").
The Joint Global Coordinators and their affiliates are acting exclusively for GN and no-one else in connection with the Placing. They will not regard any other person as their respective clients in relation to the Placing and will not be responsible to anyone other than GN for providing the protections afforded to their respective clients, nor for providing advice in relation to the Placing, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Placing, the Joint Global Coordinators and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase shares in GN and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of GN or related investments in connection with the Placing or otherwise. The Joint Global Coordinators do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and that can be identified by words such as "believe", "expect", "anticipate", "intends", "estimate", "will", "may", "continue", "should", and similar expressions. The forward-looking statements in this announcement are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although GN 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. GN expressly disclaims any obligation or undertaking to release any updates or revisions to the forward-looking statements set forth herein. Accordingly, GN urges readers not to place undue reliance on any of the forward-looking statements set forth herein. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.
The information in this announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.
This announcement does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in any jurisdiction. This announcement does not constitute a recommendation concerning any investor's option with respect to the Placing. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this announcement and publicly available information. The price and value of GN's securities can go down as well as up. Past performance is not a guide to future performance.
Neither the content of GN's website nor any website accessible by hyperlinks on GN's website is incorporated in, or forms part of, this announcement.
