Kamux Oyj: Kamux Corporation announces preliminary price range for its contemplated initial public offering and further information about the listing of its shares on Nasdaq Helsinki
KAMUX CORPORATION PRESS RELEASE APRIL 28, 2017
Not for publication, distribution or release, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or Singapore or any other country where it would be against the law.
Kamux Corporation announces preliminary price range for its contemplated initial public offering and further information about the listing of its shares on Nasdaq Helsinki
Kamux Corporation (“Kamux” or the “Company”), a car retail chain specializing in the sale of used cars and related integrated services that has grown rapidly and operates in Finland, Sweden and Germany, announces the preliminary price range (the “Preliminary Price Range”) for its contemplated initial public offering (the “Offering”). On April 18, 2017, the Company announced its intention to float and list its shares on Nasdaq Helsinki Ltd’s (the “Helsinki Stock Exchange”) official list.
The Offering in Brief
Preliminary Price Range in the Offering is EUR 6.80-8.00 per share.
Based on the Preliminary Price Range, the market capitalization of the Company is approximately EUR 253-297 million.
In the contemplated Offering:
The Company is offering up to 2,852,853 new shares in the Company (the “New Shares”) for subscription (the “Share Issue”), and certain existing shareholders of the Company (the “Sellers”) are preliminarily offering up to 10,097,366 existing shares in the Company (the “Sale Shares”) for sale (the “Share Sale”).
In addition to the up to 2,852,853 New Shares and preliminarily up to 10,097,366 Sale Shares, Intera Fund II Ky (“Intera”) may, in its sole discretion, increase the number of Sale Shares by up to 4,101,616 Sale Shares, whereupon the total number of Sale Shares would amount to 14,198,982 Sale Shares.
The Offering consists of (i) a public offering to private individuals and entities in Finland (the “Public Offering”), (ii) an offering to the Board of Directors of Kamux and the permanent employees of Kamux, excluding the Sellers (the “Personnel Offering”) and (iii) private placements to institutional investors outside of the United States (the “Institutional Offering”).
New Shares will be offered for subscription in the Institutional Offering, the Public Offering and the Personnel Offering.
Sale Shares will be offered for sale in the Institutional Offering.
In the event of an oversubscription, Intera may agree to grant to the Managers an over-allotment option, exercisable within 30 days from commencement of trading in the Shares on Nasdaq Helsinki (i.e., between approximately May 12, 2017 and June 10, 2017), to purchase or to procure purchasers, for up to 2,557,774 additional Shares (the “Additional Shares”) (assuming that Intera will increase the number of Sale Shares by 4,106,616 Sale Shares) solely to cover over-allotments (the “Over-allotment Option”).
Certain institutional investors (“Cornerstone investors”) have, each individually, committed to subscribe to Shares at the final subscription price, subject to certain conditions being fulfilled, including a condition that the valuation of all of the Company’s outstanding Shares (before any proceeds from the share issue and excluding treasury shares), based on the final subscription price, does not exceed EUR 300 million. The combined commitment of the Cornerstone investors amounts to EUR 60 million. The Cornerstone investors are Elo Mutual Pension Insurance Company (EUR 20 million), Swedbank Robur Fonder Ab (EUR 20 million), Etera Mutual Pension Insurance Company (EUR 10 million) and Fondita Fund Management Company Ltd. (EUR 10 million).
Offer Shares (defined hereinafter) (excluding 4,101,616 Sale Shares that Intera may sell in addition to the preliminary maximum number of Sale Shares) represent approximately 32.4 percent of Shares and votes in the Company after the Offering without the Over-allotment Option (approximately 37.2 percent with 1,942,532 Additional Shares) assuming that the Share Issue is fully subscribed for.
Offer Shares (including 4,101,616 Sale Shares that Intera may sell in addition to the preliminary maximum number of Sale Shares) represent approximately 49.0 percent of Shares and votes in the Company after the Offering assuming 2,557,774 Additional Shares and assuming that the Share Issue is fully subscribed for.
The Company intends to raise gross proceeds of approximately EUR 21 million from the Share Issue.
Approximately 61.6 percent of the Shares are expected to be freely trading (free float) after the listing, assuming that the maximum number of Shares is subscribed for in the Share Issue, that 10,097,366 Sale Shares are sold in the Share Sale, and that the Over-allotment Option is not exercised (66.4 percent assuming that the Over-allotment Option of 1,942,532 Shares is exercised in full).
Approximately 78.2 percent of the Shares are expected to be freely trading (free float) after the listing, assuming that the maximum number of Shares is subscribed for in the Share Issue, that 14,198,982 Sale Shares are sold in the Share Sale, and that the Over-allotment Option of 2,557,774 shares is fully exercised
The value of the Offering is, based on the Preliminary Price Range, approximately EUR 88-103 million assuming that the Share Issue is fully subscribed for, that 10,097,366 Sale Shares are sold in the Share Sale, and that the Over-allotment Option is not exercised. Assuming that 1,942,532 Additional Shares are sold, the value of the Offering is, based on the Preliminary Price Range, approximately EUR 101-119 million.
The value of the Offering is, based on the Preliminary Price Range, approximately EUR 133-157 million assuming that the Share Issue is fully subscribed for, that 14,198,982 Sale Shares are sold in the Share Sale, and assuming that 2,557,774 Additional Shares are sold.
The subscription period for the Offering will commence on May 2, 2017 at 10:00 (Finnish time). The subscription period for the Public Offering and the Personnel Offering will end on May 9, 2017 at 18:00 (Finnish time) and the subscription period for the Institutional Offering will end on May 11, 2017 at 12:00 (Finnish time).
The Public Offering, the Institutional Offering or the Personal Offering can be discontinued or extended, provided that the subscription period will in no event end prior to May 9, 2017 or continue after June 1, 2017.
Trading in the Shares is expected to commence on the pre-list of the Helsinki Stock Exchange on or about May 12, 2017, and on the official list of the Helsinki Stock Exchange on or about May 16, 2017 under the trading code “KAMUX”.
CEO and Founder of Kamux Corporation, Juha Kalliokoski:
“Kamux’s business model is based on omni-channel presence through a combination of digital presence and car showroom network, professional procurement and sale of used cars, low fixed costs, rapid inventory turnover, and sales of integrated services. Our vision is to be the leading car retail chain in Europe specializing in the sale of used cars and to continue growing as one of the successful, internationalized Nordic retail concepts. The Listing will support this vision. As the founder of the Company I have been with Kamux since the beginning, and for me, the Listing means the continuation of work together with new shareholders. I intend to remain as a significant owner also after listing, as my objective is to develop the Company further and create long-term shareholder value.”
Chairman of the Board of Directors of Kamux Corporation, Matti Virtanen:
“Kamux has developed a strong retail concept where the focus is 100% on used cars, and customers are presented with an offering that serves their needs. The Company’s history of strong, profitable growth shows the viability of the business model. The Listing is expected to increase Kamux’s recognition and trust in Kamux among the public and cooperation partners and as an employer and support its strategy of continuing strong growth in Finland and internationally. Capital raised from the Listing enable more sizeable investments in growth and internationalization as well as deepening of the digital customer experience. Kamux aims to be a forerunner in the digitalization of used car retailing”
CEO of Intera Partners and Member of the Board of Directors of Kamux Corporation, Jokke Paananen:
“Intera is proud of the work Kamux has done in developing a new approach and concept in a traditional market. We foresee a huge opportunity in Kamux’s well-organized and customer-centric business model also going forward, and we will continue as a significant owner also after the Listing. We wish to welcome new investors to become part of the Kamux growth story.”
Background and reasons for the Offering
The objective of the contemplated Offering is to support Kamux’s growth strategy and internationalization by increasing Kamux’s visibility in Finland and abroad, which is expected to increase Kamux’s recognition and trust in Kamux among the public and cooperation partners and as an employer. The Offering will enable the Company to obtain access to capital markets, expand its ownership base and increase the liquidity of the Shares. Through the listing, the Shares can also be used to reward Kamux’s personnel and management.
Use of Proceeds
The Company will receive gross proceeds of approximately 21 million from the Share Issue (calculated based on the mid-point of the Preliminary Price Range and assuming that the Share Issue is fully subscribed for). The proceeds raised by the Company through the Share Issue will be used to support Kamux’s growth strategy, including to finance Kamux’s expansion and internationalization, such as working capital and growth of car inventory, and to strengthen Kamux’s business operations, through further development of the digital customer experience as well as increased utilization of the Company’s database, internal systems and tools for analysis to support the Kamux concept.
Information on the Offering
The Company is offering up to 2,852,853 New Shares for subscription to institutional investors outside of the United States and to private individuals and entities in Finland as well as to the permanent employees of Kamux and the members of the Board of Directors of Kamux. The Shares are offered in deviation from the shareholders’ pre-emptive subscription right in order to enable the listing of the Shares on the official list of the Helsinki Stock Exchange (the “Listing”). The Board of Directors of the Company is expected to resolve on or about May 11, 2017 on the final subscription price and the number of New Shares to be issued in the Share Issue.
The payment made to the Company for the approved New Share subscription will be booked in its entirety in the invested unrestricted equity fund. Thus, the Company’s share capital will not increase in connection with the Share Issue. As a result of the Share Issue, the number of the Shares may increase to up to 39,987,294 Shares. The New Shares issued in the Share Issue represent a maximum of approximately 7.1 percent of the Shares and votes after the Share Issue, assuming that the Share Issue is fully subscribed for excluding the Sale Shares that Intera may sell in addition to the preliminary maximum number of Sale Shares.
The Sellers will offer for purchase initially a maximum of 10,097,366 Sale Shares to institutional investors outside of the United States. Shares offered in the Share Sale represent approximately 25.3 percent of the Shares and votes without the Over-allotment Option (approximately 30.1 percent with the Over-allotment Option) after the Share Issue, assuming that the Share Issue is fully subscribed for excluding the Sale Shares that Intera may sell in addition to the preliminary maximum number of Sale Shares.
If the Offering is not subscribed for in full and the Offering would nevertheless be completed, the subscriptions would be allocated firstly to New Shares, and, thereafter, the number of Sale Shares would be reduced on a pro rata basis to correspond to the number of Shares offered for purchase by the Sellers. Cornerstone investors have an allocation priority in the Offering.
Intera has agreed to grant to the Managers an over-allotment option, exercisable within 30 days from commencement of trading in the Shares on the Helsinki Stock Exchange (i.e., between approximately May 12, 2017 and June 10, 2017), to purchase or to procure purchasers, for up to 2,557,774 Additional Shares solely to cover over-allotments. The Additional Shares correspond to approximately 6.9 percent of the Shares and votes before the Offering and approximately 6.4 percent after the Offering, assuming that the Offered Shares (defined hereinafter) are fully subscribed for. Unless the context indicates otherwise, the New Shares, the Sale Shares and the Additional Shares are referred to herein as the “Offer Shares.”
The Finnish language prospectus will be approved on or about April 28, 2017 and published on or about May 2, 2017
Subscription period of the Offering commences on May 2, 2017
The Institutional Offering can be discontinued at the earliest on May 9, 2017
Subscription period of the Public Offering and the Personnel Offering ends on May 9, 2017
Subscription period of the Institutional Offering ends on May 11, 2017
Announcement of the preliminary results of the Offering on or about May 11, 2017
Announcement of the final results of the Offering on or about May 12, 2017
New Shares are registered in the book-entry accounts in the Public Offering and the Personnel Offering on or about May 12, 2017
Trading in the Shares commences on the pre-list of the Helsinki Stock Exchange on or about May 12, 2017
The Offer Shares offered in the Institutional Offering are ready to be delivered against payment through Euroclear Finland Ltd on or about May 16, 2017
Trading in the Shares commences on the main market of the Helsinki Stock Exchange on or about May 16, 2017
Finnish Language Prospectus
The Company has submitted a Finnish language prospectus for approval by the Finnish Financial Supervisory Authority. The Finnish language prospectus is expected to be approved on or about April 28, 2017. The Finnish language prospectus and the Finnish language marketing brochure will be electronically available through Kamux website (www.kamux.com) at the latest on May 2, 2017 before the commencement of the subscription period. The Finnish language prospectus and the Finnish language marketing brochure will be available as printed copies on or about May 3, 2017 onwards in Kamux’s headquarters (Parolantie 66A, FI-13130 Hämeenlinna), SEB’s (defined hereinafter) Helsinki office (Eteläesplanadi 18, FI-00130 Helsinki), OP Financial Group’s cooperative banks’ offices and the Helsinki Stock Exchange (Fabianinkatu 14, FI-00100 Helsinki).
More information on the Offering, the Listing, and subscription places will be provided on the following web pages: www.kamux.com, www.seb.fi, and www.op.fi/merkinta; and in OP Financial Group’s cooperative banks’ offices.
Advisors in the Offering
Skandinaviska Enskilda Banken AB (publ), Helsinki Branch, acts as the lead manager (“SEB” or the “Lead Manager”) in the Offering and OP Corporate Bank plc acts as manager (“OP,” and OP together with SEB, the “Managers”) in the Offering. White & Case LLP acts as the legal advisor to the Company. Roschier Attorneys Ltd. acts as the legal advisor to the Managers.
Kamux is a retail chain specializing in the sale of used cars and related integrated services that has grown rapidly. The first Kamux car showroom started its operations in 2003 in Hämeenlinna, Finland and the Company currently has 37 car showrooms in Finland, nine in Sweden and two in Germany. In addition, Kamux aims to open two new car showrooms in Finland during May 2017. Since its foundation, the Company has sold more than 140,000 used cars, of which 36,290 were sold in 2016. Kamux’s revenue reached EUR 405 million in 2016. Adjusted operating profit was EUR 18 million, resulting in an adjusted operating profit margin3 of 4.4 percent in 2016. Kamux employed 552 employees at the end of 2016, of which 272 were permanent employees.
Kamux’s business is based on professional procurement and sale of used cars, low fixed costs, rapid inventory turnover and sales of integrated services. Kamux’s business model makes it possible to offer affordable used cars and the aim of the Company is to continuously develop its operations to better address customer needs.
In accordance with its business model, Kamux also offers its customers integrated services related with car sales, enabling it to serve its customers more comprehensively. Kamux offers its customers financing products from third-party service providers at all of its car showrooms in Finland, Sweden and Germany. In addition, Kamux offers insurance products and a liability extension, Kamux Plus, to cover car repair costs in Finland and Sweden. A key component of Kamux’s customer service concept in Finland and Sweden is the delivery of the purchased car to a location agreed with the customer and, if needed, the simultaneous pick-up of a possible trade-in car.
Kamux acquires used cars from car auctions, leasing companies, other car dealers, financing companies, importers, private individuals and other sources. Kamux’s entire car selection is available to all of its sales personnel at all of Kamux’s car showrooms in Finland as well as countrywide in Sweden and Germany. In 2016, approximately 27 percent of the cars sold by Kamux were cross-sold through another Kamux car showroom.
More information on Kamux is available on the Company web pages at www.kamux.com.
Juha Kalliokoski, CEO and Founder, Kamux Corporation, +358 50 544 5538
Matti Virtanen, Chairman of the Board, Kamux Corporation, +358 50 434 7676
Satu Heikkilä, Head of Communications and Marketing, Kamux Corporation, +358 400 629 337
Elo is a Finnish mutual pension insurance company. One third of Finnish companies and 40 percent of self-employed persons in Finland have chosen Elo to manage their employment pension insurance needs. The company was established in the beginning of 2014 through the merger of Pension Fennia and LocalTapiola Pension. Today Elo manages investment assets over EUR 20 billion, insures approximately 500,000 employees and self-employed persons and provides pensions for about 217,000 pension beneficiaries. The annual premium income is around EUR 3 billion. The main objective of Elo’s investment operations is to ensure sustainable long term investment return for all pension assets.
For more information about Elo, visit www.elo.fi.
About Swedbank Robur
Robur is one of Scandinavia’s largest fund managers and is a wholly owned subsidiary of Swedbank. Robur offers savings alternatives for retail and institutional clients through mutual funds and discretionary asset management.
For more information about Swedbank Robur, visit www.swedbankrobur.se.
Etera is an employment pension insurance company that provides pension cover for Finns. Etera insures roughly 200,000 employees and pays out pensions to 135,000 pensioners. With more than 50 years of experience of a wide range of employment relationships, Etera is an expert in ever-evolving working life. We collaborate with our customers to promote the work ability of Finns. We invest actively in Finland. Finnish investments make up some 40% of Etera’s EUR 6.3 billion portfolio. Etera invests in domestic markets especially through real assets and private equity and debt.
For more information about Etera, visit www.etera.fi.
Fondita Fund Management Company Ltd. is an independent fund management company, focusing solely on equity fund management. The core of the company’s investment philosophy is based on active stock picking deviating from benchmarks and indices focusing on small and mid-cap equities, which on longer term produce higher returns than large companies. Fondita was launched in 1997 and today it manages seven funds. The company’s personnel owns the majority of the company. At present Fondita has around 800 million euros under management. The highly regarded Finnish branch journal of Arvopaperi magazine has ranked Fondita as the country’s best fund management company in in 2013 and 2012.
For more information about Fondita, visit www.fondita.fi.
Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, the Hong Kong special administrative region of the People’s Republic of China, Japan, New Zealand, South Africa or Singapore or any other jurisdiction where to do would constitute violation of the relevant laws of such jurisdiction.
This announcement is not a prospectus for the purposes of Directive 2003/71/EC (such directive, as amended, together with any applicable implementing measures in the relevant member state of the European Economic Area under such Directive, the “Prospectus Directive”). A prospectus prepared pursuant to the Prospectus Directive and approved by the Finnish Financial Supervisory Authority will be published prior to any offering of securities and, when published, can be obtained from Kamux and other places indicated in the prospectus. Investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information contained in the prospectus.
This announcement does not contain or constitute an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. The securities referred to herein 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. Kamux does not intend to register any of the securities in the United States or to conduct a public offering of the securities in the United States.
This announcement is directed only at: (A) persons in member states of the European Economic Area who are “qualified investors” within the meaning of Article 2(1)(e) of the Prospectus Directive (the “Qualified Investors”); (B) in the United Kingdom, Qualified Investors who are persons who (i) have professional experience in matters relating to investments and who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”); or (ii) are high net worth entities falling within Article 49 of the Order; and (C) other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as “Relevant Persons”). Any investment activity to which this communication relates will only be available to and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.
None of the Managers or any of their respective affiliates, directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to Kamux, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
The Managers are each acting exclusively for Kamux and for no-one else in connection with any transaction mentioned in this announcement and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to any such transaction and will not be responsible to any other person for providing the protections afforded to their respective clients, or for advising any such person on the contents of this announcement or in connection with any transaction referred to in this announcement. The contents of this announcement have not been verified by the Managers.
This announcement does not constitute a recommendation concerning the offering. The price and value of securities and any income from them can go down as well as up. Past performance is not a guide to future performance. Information in this announcement or any of the documents relating to the offering cannot be relied upon as a guide to future performance. There is no guarantee that the listing on Nasdaq Helsinki Ltd will occur and you should not base your financial decisions on Kamux’s intentions in relation to the listing at this stage. Potential investors should consult a professional advisor as to the suitability of the offering for the entity concerned.
Each of the Managers and any of their respective affiliates, acting as investors for their own accounts, may purchase shares 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 Kamux or related investments in connection with the offering or otherwise. Accordingly, references in the final prospectus, once published, to the shares being offered, acquired, sold, placed or otherwise dealt in should be read as including any offer, sale, acquisition, placing or dealing in the shares by any of the Managers and any of their affiliates acting as investors for their own accounts. In addition, certain of the Managers or their affiliates may enter into financing arrangements and swaps in connection with which they or their affiliates may from time to time acquire, hold or dispose of shares. None of the Managers intends to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligations to do so.
No representation or warranty, express or implied, is given by or on behalf of the Managers or any of their respective subsidiaries, affiliates, agents or advisers or any of such persons’ affiliates, directors, officers or employees or any other person as to the fairness, accuracy, completeness or verification of the information or the opinions contained in this announcement, and no liability is accepted for any such information or opinions. Each of the Managers or any such persons’ directors, officers, employees or affiliates or any other person disclaim all and any responsibility and liability whatsoever for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this announcement or its contents or otherwise in connection with this announcement.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “will,” “may,” “continue,” “should” and similar expressions. The forward-looking statements in this release are based upon various assumptions. Although Kamux 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.
Each of Kamux, the Managers and their respective affiliates expressly disclaim any obligation or undertaking to update, review or revise any of the forward-looking statements contained in this announcement whether as a result of new information, future developments or otherwise.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.
 Based on the number of Shares outstanding prior to the Offering.
[Shares owned by other shareholders than Intera ]
 Operating profit adjusted for costs relating to the listing, special items relating to strategic planning and strategy implementation, special items relating to expansion of business and cash-settled share-based payments related to redemption of treasury shares.