NEDRE VATS, NORWAY: AutoStore Holdings has resolved to launch the initial public offering and will apply for a listing of its shares on the Oslo Stock Exchange, which could value the SoftBank-backed company at up to $12 billion.

Subject to approval of the listing application and a successful completion of the Offering, the shares of AutoStore are expected to be admitted to listing and commence trading on an “if sold” basis (i.e. conditional trading) on the Oslo Stock Exchange on or about 20 October 2021. Unconditional trading is expected to commence on or about 22 October 2021.

The offering

The Offer Shares (as defined below) will be offered at a price per share between NOK 27 and NOK 31 per Offer Share, corresponding to an equity value of AutoStore post sale of the New Shares (as defined below) of between NOK 90 billion and NOK 103 billion. The final price per Offer Share (the “Offer Price”) may, however, be set above or below the indicative price range.

The Company intends to raise gross proceeds of approximately NOK 2,700 million (equivalent to approximately USD 315 million) by selling up to 100 million treasury shares (the “New Shares”) in the Offering, mainly to reduce the financial leverage of the group and further enhance AutoStore’s flexibility to pursue its growth strategy.

Further, funds/companies owned, managed or advised by Thomas H. Lee Partners (“THL”) and EQT, Automate Investment AS, and Automate Investment II AS, as well as certain employees and a former board member exercising vested share options in connection with the IPO (together the “Selling Shareholders”) will offer existing shares (the “Sale Shares”) for an amount expected to be between NOK 10.8 and 12.8 billion (equivalent to between approximately USD 1.25 billion and USD 1.50 billion).

In addition, the Joint Global Coordinators (as defined below) may elect to over-allot a number of additional shares equalling up to 15% of the final number of New Shares and Sale Shares sold in the Offering (the “Additional Shares” and, together with the New Shares and the Sale Shares, the “Offer Shares”).

The Selling Shareholders are expected to grant Carnegie AS (the “Stabilization Manager”), on behalf of the Managers (as defined below), an option to borrow a number of shares in the Company equalling the number of Additional Shares to facilitate such over-allotment, as well as an option to purchase from the Selling Shareholders at the final Offer Price in the IPO a number of shares equalling up to the number of Additional Shares to cover short positions created by over-allotments in the Offering (the “Greenshoe Option”).

The final number of Offer Shares will depend on the final Offer Price. The Greenshoe Option may be exercised, in whole or in part, within a 30-day period commencing at the time at which “if sold” trading in the Company’s shares commences on the Oslo Stock Exchange.

Four cornerstone investors have, subject to certain conditions, undertaken to acquire, and will be allocated, Offer Shares for a total amount of approximately NOK 6.9 billion (equivalent to USD 800 million) in the Offering. These four cornerstone investors are (i) Alecta Pensionsförsäkring (USD 200 million committed), (ii) FIL Investments International as agent for and on behalf of various funds (USD 200 million committed), (iii) Mawer Investment Management Ltd. (USD 200 million committed) and (iv) WCM Investment Management, LLC (USD 200 million committed).

The Company will receive the proceeds from the sale of New Shares and the Selling Shareholders will receive the proceeds from the sale of Sale Shares and from any shares sold under the Greenshoe Option.

After completion of the Offering, and assuming that all the New Shares and the Sale Shares offered are sold, it is expected that the free float of AutoStore will be approximately 15% of the shares in the Company, increasing to 17.25% if the Greenshoe Option is utilized in full.

If all Sale Shares are sold and the Greenshoe Option is exercised in full, the sell-down represents approximately 25% of THL and EQT’s current holdings. Together with SoftBank Group Corp., THL will remain a significant shareholder in the Company after the Offering.

Offering details

The Offering will consist of:

•             An institutional offering, in which Offer Shares are being offered to (a) institutional and other professional investors in Norway, Sweden, Denmark and Finland, (b) investors outside Norway, Sweden, Denmark, Finland and the United States, subject to applicable exemptions from the prospectus and registration requirements, and (c) “qualified institutional buyers” (“QIBs”) in the United States as defined in, and in reliance on, Rule 144A or another available exemption under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”). The institutional offering is subject to a lower limit per application of NOK 2,000,000.

•             A Retail Offering, in which Offer Shares are being offered to the public in Norway, Sweden, Denmark and Finland subject to a lower limit per application of NOK 10,500 and an upper limit per application of NOK 1,999,999 for each investor. Investors who intend to place an order in excess of NOK 1,999,999 must do so in the institutional offering. Multiple applications by one applicant in the retail offering will be treated as one application with respect to the maximum application limit.

The bookbuilding period for the institutional offering is expected to commence on 11 October 2021 at 09:00 hours (CEST) and run until 14:00 hours (CEST) on 19 October 2021. The application period for the retail offering is expected to commence on 11 October 2021 at 09:00 hours (CEST) and run until 12:00 hours (CEST) on 19 October 2021, provided however that applications in the retail offering made electronically through the webservices of Nordnet must be submitted no later than by 23:59 hours (CEST) on 18 October 2021. The bookbuilding period and the application period may be shortened or extended at any time. In the event of a shortening or an extension of the bookbuilding period and the application period, the allocation date, the payment due date and the date of delivery of Offer Shares may be changed accordingly, but the date of the listing and commencement of conditional, and later unconditional, trading on the Oslo Stock Exchange may not necessarily be changed.

The final number of Offer Shares and the final Offer Price per Offer Share will be set by the Company and the Lead Selling Shareholders (being the funds/companies owned, managed or advised by THL), in consultation with the Joint Global Coordinators, after completion of the bookbuilding period in the institutional offering.