Bayn Group raises SEK 502 million through a directed issue of 20.5 million shares

STOCKHOLM: Bayn Group AB has successfully carried out a directed new issue of 20.5 million shares, at a subscription price of SEK 24.50 per share, entailing proceeds of approximately SEK 502 million.

The subscription price was determined through an accelerated bookbuilding procedure conducted by Carnegie Investment Bank AB (publ) as Sole Global Coordinator and Bookrunner. The Share Issue was oversubscribed and a large number of Swedish and international institutional investors, as well as certain existing shareholders, participated in the Share Issue.

The Company has completed the accelerated bookbuilding procedure announced by the Company earlier today. The board of directors of Bayn Group has now resolved to carry out a directed new issue of 20,500,000 shares, at a subscription price of SEK 24.50 per share, consequently raising proceeds of approximately SEK 502 million before transaction costs.

The resolution was based on the authorization from the Extraordinary General Meeting held on 5 February 2021.

“We are very pleased with the great interest from institutional investors, with a heavily oversubscribed issue of shares for Humble Group and the belief in our vision for the market and our growth journey going forward. Through the issue, we have secured additional capital to be able to continue to maintain a high pace with organic growth and new acquisitions of the FMCG companies of the future (Fast-Moving Consumer Goods). Over the past 12 months, we have built up an effective platform and structure in the management team, which has given us the proven capacity to carry out 5 high-quality acquisitions in parallel processes. We have a stacked acquisition pipeline and it will be extremely exciting to see what 2021 has to offer.” says Simon Petrén, CEO of Bayn Group AB.

The subscription price was determined through an accelerated bookbuilding procedure, and it is therefore the board of directors’ assessment that the subscription price accurately reflects current market conditions and demand.

The investors in the Share Issue comprised a large number of Swedish and international institutional investors, such as RoosGruppen, DNB Asset Management, Handelsbanken Fonder and Creades as well as the Fourth AP-fund.

The reasons for deviating from the shareholders’ pre-emptive rights in the Share Issue are to strengthen the Company’s financial position and to finance acquisitions by raising capital in a time and cost-effective manner as well as to further diversify the shareholder base with Swedish and international institutional investors.

On 26 March 2021, Bayn Group announced updated financial targets for the Company in the medium term (2025). The financial targets include, inter alia, the ambition to achieve a sharp increase in sales in the coming years, driven by organic growth in combination with acquisitions.

The Company’s ambition is to achieve an average organic growth of at least 10 percent per year and reach net sales of SEK 8 billion pro forma. Further, The Company’s goal is to achieve an adjusted EBITDA margin of 10 percent pro forma while keeping net debt in relation to RTM (rolling twelve months) adjusted EBITDA from exceeding 2.5 times. However, the Company may, in special circumstances, choose to exceed this level for shorter periods in connection with acquisitions.

The net proceeds from the Share Issue are intended to be used to support growth initiatives, mainly through further acquisitions, and maintaining financial flexibility.

The Company has earlier today announced that the Company has acquired the companies Grahns Konfektyr AB, Kryddhuset i Ljung AB, Performance R us AB, Nordic Sports Nutrition AB and Viterna AB for an aggregate consideration of approximately SEK 78.5 million, which will partly be paid through a directed issue in kind of a total of 3,066,124 shares in the Company to the sellers of the Target Companies.

The Share Issue entails a dilution of approximately 11.5 percent of the number of shares and votes in Bayn Group, including the Issue In Kind Shares. The number of shares and votes in Bayn Group will thereby increase by 20,500,000, from 158,165,992 to 178,665,992. The share capital in the Company will increase by SEK 4,510,000, from SEK 34,796,518 to SEK 39,306,518.

The Company has, subject to customary exemptions and the completion of the Share Issue, undertaken, in favour of Carnegie, not to issue shares for additional funding for a period of 180 calendar days from the settlement date of the Share Issue.

In addition, the members of the Company’s Board of Directors Peter Werme, Thomas Petrén, Mikael A. Pettersson as well as CEO Simon Petrén, VP Noel Abdayem, COO Patrik Edström, CFO Johan Lennartsson and the shareholder RoosGruppen AB have, subject to customary exemptions and the completion of the Share Issue, undertaken, in favour of Carnegie, to not divest any of their shares in Bayn Group during a lockup period of 90 calendar days from the settlement date of the Share Issue. Peter Werme (Chairman) and Simon Petrén (CEO) have an additional lockup period of 90 days, entailing a total lockup period of 180 calendar days each.

www.bayngroup.com

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