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
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--
|
Offer Price per Offer Share | DKK 210
|
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---
|
Total number of Offer Shares offered in the Offering | 47,409,927
|
| (assuming the Overallotment Option is not exercised) |
|
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---
|
Total number of New Shares offered in the Offering | 2,857,142
|
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---
|
Total number of Existing Offer Shares offered in the | 44,552,785
|
| Offering (assuming the Overallotment Option is not |
|
| exercised) |
|
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---
|
Total number of additional Shares(1) | 6,682,917
|
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---
|
Approximate market capitalization of the Company at the | DKK 27,330
|
| Offer Price(2) | million
|
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---
|
Approximate gross proceeds receivable by the Company | DKK 600 million
|
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---
|
Approximate net proceeds receivable by the Company(3) | DKK 560 million
|
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---
|
Approximate gross proceeds receivable by the Selling | DKK 9,356 million
|
| Shareholder (assuming the Overallotment Option is not |
|
| exercised) |
|
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---
|
Approximate net proceeds receivable by the Selling | DKK 9,013 million
|
| Shareholder (assuming the Overallotment Option is not |
|
| exercised)(4) |
|
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---
|
Approximate gross proceeds receivable by the Selling | DKK 10,759
|
| Shareholder (assuming the Overallotment Option is | million
|
| exercised in full) |
|
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---
|
Approximate net proceeds receivable by the Selling | DKK 10,375
|
| Shareholder (assuming the Overallotment Option is | million
|
| exercised in full)(4) |
|
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---
|
Percentage of share capital owned by the Selling | 62.5%
|
| Shareholder immediately prior to any exercise of the |
|
| Overallotment Option(2) |
|
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---
|
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) |
|
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---
(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:
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--
|
| No. of Shares | Nominal
|
| | | Value(1)
|
-----------------------------------------------------------------------------
---
|
Shares | 128,357,142 | DKK
|
| | | 128,357,142
|
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---
(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:
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--
|
| Prior to | Post | Post
|
| | Offering | Offering | Offering
|
| | | (if the | (if the
|
| | | Overallotme |
Overallotme |
| | | nt Option
| nt Option |
| | | is not
| is |
| | |
exercised) | exercised |
| |
| | in full)
|
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---
|
| %
|
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---
|
Ownership in the Company: | | |
|
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---
|
Selling Shareholder | 100.00 | 62.5 | 57.4
|
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|
Karin and Brook Adcock(1) | - | 0.4 | 0.4
|
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---
|
Kasi ApS(2) | - | 0.1 | 0.1
|
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---
|
Treasury Shares(3) - | - | 0.1 | 0.1
|
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---
|
Holders of Warrants | - | 0.9 | 0.9
|
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---
|
New shareholders | - | 35.9 | 41.0
|
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---
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|
Ownership in the Selling | | |
|
| Shareholder(4) | | |
|
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---
|
Axcel Prometheus Invest 2 ApS(5) | 59.3 | 57.4 | 57.4
|
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---
|
Pewic Holding ApS(6) | 12.4 | 13.4 | 13.4
|
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---
|
RSMLP Holding ApS(7) | 14.8 | 14.8 | 14.8
|
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|
PANDORA Leadership ApS and | 13.5 | 14.3 | 14.3
|
| other(8) | | |
|
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(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:
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--
|
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
|
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|
Mikkel Vendelin Olesen(2) | 412 | 415,397 | 270,008
|
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---
|
Tobias Toft | 132 | 133,088 | 86,507
|
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---
|
John White | 49 | 49,404 | 32,113
|
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---
|
Henrik Holmark(3) | 329 | 331,713 | 215,613
|
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---
|
Ulrik Thaysen | 25 | 25,206 | 16,384
|
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---
|
Thomas Ryge Mikkelsen(4) | 247 | 249,036 | 161,873
|
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---
|
Thomas Nyborg | 82 | 82,676 | 53,739
|
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---
|
Torben Ballegaard Sorensen(5) | 421 | 424,471 | 275,906
|
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---
|
Erik D. Jensen(6) | 82 | 82,676 | 53,739
|
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---
(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.