Orkla launches IPO of Gränges. Shares expected to be listed on NASDAQ OMX Stockholm 10 October

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA

Reference is made to the stock exchange announcement by Orkla on 10 September 2014 regarding the intention to list Gränges AB (publ) ("Gränges" or the "Company") on NASDAQ OMX Stockholm and the contemplated sale of shares in Gränges by Orkla in the form of an initial public offering (the "Offering"). Orkla has resolved to launch the Offering and expects, subject to the successful completion of the Offering, that the shares of Gränges will be admitted to listing on NASDAQ OMX Stockholm on 10 October 2014.

Peter A. Ruzicka, President and CEO of Orkla says:

"In accordance with Orkla's strategic priority of focusing on the branded consumer goods sector, we now invite other investors to take part in Gränges' continued journey. We believe that the listing of Gränges will provide improved strategic and operational flexibility for the Company. A listing will also enable Gränges to access the Swedish and international capital markets, which will support the Company's continued growth and development."

The Offering in brief

  • The selling shareholder is Orkla Industriinvesteringar AB, a wholly-owned subsidiary of Orkla.
  • The Offering is directed to the general public in Sweden and Norway and to institutional investors.
  • The Offering comprises 44.8 million existing shares in Gränges offered by Orkla, corresponding to 60 per cent of the total number of shares in the Company.
  • Orkla has reserved the right to increase the Offering and sell an additional maximum of 9.0 million shares, corresponding to 12 per cent of the total number of shares in the Company. Further, Orkla has granted an over-allotment option of up to 8.1 million additional shares, corresponding to up to 15 per cent of shares in the Offering (approximately 11 per cent of total number of shares in the Company).
  • If Orkla decides to increase the Offering in full and if the over-allotment option is fully exercised, the Offering will comprise a total of 61.8 million shares, corresponding to approximately 83 per cent of the total number of shares in the Company.
  • The final price in the Offering is expected to be set within the range of SEK 42 - 50 per share (the "Offering price"), corresponding to a market value of all shares issued by Gränges of approximately SEK 3.1 - 3.7 billion. The Offering price is expected to be announced on 10 October 2014.
  • A prospectus with full terms and conditions has been published today 29 September 2014 on Orkla's website www.orkla.com and Gränges' website at www.granges.com.

For further information regarding the Offering, please see the attached press release issued by Gränges.

Indicative timetable

30 September - 8 October 2014 Application period for the general public in Sweden and Norway
30 September - 9 October 2014 Book building process for institutional investors
10 October 2014 Announcement of the final offering price
10 October 2014 First day of trading on NASDAQ OMX Stockholm
14 October 2014 Settlement

Norwegian and Swedish shareholders in Orkla registered in the share ledger as per 25 September 2014 applying for shares in the retail offering may be given preferential treatment in the allocation process. The general public in Norway may only apply for shares in the Offering through Nordnet (www.nordnet.no). For further information about the application procedure, reference is made to the prospectus and the application forms.

Carnegie and SEB are acting as Joint Global Coordinators and Joint Bookrunners in connection with the Offering. Danske Bank and Handelsbanken Capital Markets are also acting as Joint Bookrunners.

Orkla ASA,

Oslo, 29 September 2014

For further information, please contact:

Rune Helland, SVP Investor Relations
Tel: +47 97 71 32 50

ABOUT GRÄNGES

About Gränges

Gränges is a leading global supplier of rolled products for brazed aluminium heat exchangers used primarily in automotive applications. The Company develops, produces and markets materials that enhance both the production economy during the customer manufacturing process as well as the performance of the final products, the brazed heat exchangers. Gränges' vision is to help create smaller, lighter and more designable heat exchangers to increase economic efficiency and reduce environmental impact. Gränges operates through three geographical regions: Europe, Asia and Americas with production, research and development in Finspång, Sweden, and Shanghai, China. Through sales and technical support offices in the U.S., India, Japan, South Korea and an agent in Brazil, the Company serves customers worldwide. Gränges has a global leading position in its market niche with an estimated total market share of approximately 20 per cent.

A short summary of Gränges' financial performance is provided below.

H1 2014 H1 2013 2013 2012
Net sales (SEKm) 2,333 2,473 4,642 4,946
Sales volume (ktonnes) 83.1 81.8 158.6 151.7
Adjusted operating profit 1 (SEKm) 254 189 371 362
Adjusted operating profit margin (%) 10.9% 7.6% 8.0% 7.3%

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA

DISCLAIMERS

This announcement is not an offer to buy any securities issued by Gränges AB (publ) (the "Company") in any jurisdiction where such offer or sale would be unlawful.

In any EEA Member State, other than Sweden and Norway, that has implemented Directive2003/71/EC as amended (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 document and the information contained herein are not for distribution in or into the United States of America. This document does not constitute 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 the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" (as defined in section 86(7) of the Financial Services and Markets Act 2000) and who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). Persons who are not relevant persons should not take any action on the basis of this document and should not act or rely on it.

Any offering of securities will be made by means of a prospectus that may be obtained from the issuer or selling security holder and that will contain detailed information about the Company and management, as well as financial statements. This document is an advertisement and not a prospectus for the purposes of the Prospectus Directive.  Investors should not subscribe for any securities referred to in this document except on the basis of information contained in the prospectus.

Matters discussed in this release 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," "intends," "estimate," "will," "may," "continue," "should" and similar expressions.  The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions.  Although the Company 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.

The information, opinions and forward-looking statements contained in this release speak only as at its date, and are subject to change without notice.

This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.


1. Operating profit adjusted for other income and expenses.

 
This information is subject of the disclosure requirements acc. to §5-12 vphl (Norwegian Securities Trading Act)