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Norway IPO Documents/ Announcements

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Norway IPO Documents/ Announcements

NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA

Norske Skog AS has initiated a process to consider an initial public offering (“IPO”) and listing of its shares on Oslo Børs (Oslo Stock Exchange). Sven Ombudstvedt, Chairman of the Board and Chief Executive Officer (CEO) of Norske Skog, commented: - The owner of Norske Skog considers that a listing of Norske Skog’s shares would provide an important platform for future development. We have a strong track record of cash flow generation despite declining demand for paper products. Access to the equity capital market would add opportunities to fund further growth going forward.

Norske Skog AS has initiated a process to consider an initial public offering (“IPO”) and listing of its shares on Oslo Børs (Oslo Stock Exchange). Sven Ombudstvedt, Chairman of the Board and Chief Executive Officer (CEO) of Norske Skog, commented: - The owner of Norske Skog considers that a listing of Norske Skog’s shares would provide an important platform for future development. We have a strong track record of cash flow generation despite declining demand for paper products. Access to the equity capital market would add opportunities to fund further growth going forward.

THIS ARTICLE IS NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, 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"), AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

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Important Information

Access to the information and documents on this portion of the website is restricted for regulatory reasons. You are requested to review the following information and make the following confirmation each time you seek to access this restricted information. Your confirmation must be true and accurate.

The information contained in this section of the website of Norske Skog ASA (the "Company") (a) is only intended for, and may only be accessed by, or distributed or disseminated, directly or indirectly, in whole or in part, to (i) "qualified institutional buyers" (as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the "Securities Act")) ("QIBs") or (ii) persons resident and physically present outside the United States of America (including its territories and possessions, any state of the United States and the District of Columbia, the "United States"), Canada, Australia, the Hong Kong Special Administrative Region of the People's Republic of China or Japan, and resident and physically present in a jurisdiction where to do so will not constitute a violation of the local securities laws or regulations of such jurisdiction, and (b) does not constitute an offer to sell or the solicitation of an offer to buy or acquire any securities of the Company in the United States, Canada, Australia, the Hong Kong Special Administrative Region of the People's Republic of China, Japan, or any other jurisdiction where to do so might constitute a violation of the local securities laws or regulations of such jurisdiction.

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Norske Skog intends to launch initial public offering and listing on Oslo Stock Exchange (Oslo Børs)

23 September 2019

Oslo, 23 September 2019: Norske Skog ASA (“Norske Skog” or the “Company”) today announces its intention to launch an initial public offering of its shares and to apply for a listing on Oslo Børs (the “IPO”).

Norske Skog highlights

  • Norske Skog is a major news and magazine paper producer with ~70 years industry experience, operating in the substantial ~40m tonnes p.a. publication paper industry.
  • Global footprint with seven publication paper mills with a total capacity of ~2.6m tonnes p.a. of which ~1.9m tonnes in Europe and ~0.7m tonnes in Australasia. This ensures sustainable competitive strengths such as economies of scale, production flexibility, cost optimisation and proximity to customers in important markets.
  • Diversified customer base with longstanding and globally recognised publishers, commercial printers and retailers worldwide.
  • Attractive growth projects within bio energy, bio chemical products and fibre products, including possibilities to convert paper machines to production of packaging material.
  • For the twelve-month period ending 30 June 2019, the Company had revenue and EBITDA of NOK ~13.1 billion and NOK ~1.4 billion, respectively. Following a successful bond issue of EUR 125m in June 2019, Norske Skog had a net leverage ratio of 0.8x EBITDA as of 30 June 2019.
  • Strong cash conversion and intention to pay a high and attractive dividend to its shareholders following the IPO
  • Norske Skog is headquartered in Oslo, Norway and is currently 100% owned by funds managed by Oceanwood Capital Management (“Oceanwood”).

“Norske Skog is committed to creating value for its stakeholders in a responsible way while maintaining focus on the environment and a sustainable use of natural resources. We are proud of the position that we have developed for Norske Skog over the recent years and we look forward to inviting new shareholders to participate in the company's future development through the contemplated IPO”, says Mr Sven Ombudstvedt, President and CEO of Norske Skog.

“Oceanwood is very excited to continue the process of bringing Norske Skog back to the capital markets following the successful bond issuance in June 2019. The management and employees have done a tremendous job since Oceanwood acquired the company, and we now welcome domestic and international investors to take part in the journey ahead. We share the ambition to see Norske Skog succeed and realise the potential we believe is inherent in the operation as it continues to transform and grow”, says Mr John Chiang, Senior Partner and Portfolio Advisor of Oceanwood.

Norske Skog has a clear ambition to maintain its position within the publication paper market by launching new paper products in line with customer expectation. In addition, the Company will pay strong attention to operational efficiency, capacity utilisation and customer satisfaction to ensure healthy margins. Norske Skog has a clear growth strategy in place, targeting further expansion into new revenue streams including bio energy projects, bio chemical products and fibre products.

“Although our employees are committed to deliver quality publication paper every day, Norske Skog is actively developing new revenue streams in synergy with existing production. Our biogas facilities contribute positively to our EBITDA, but more impressively have reduced our carbon footprint substantially. We are proud to be a global forerunner in the circular economy”, says Ombudstvedt.

For the twelve-month period ending 30 June 2019, Norske Skog's European business accounted for 75% of revenue and 88% of EBITDA, with the Australasian business comprising the balance.

Financial highlights

NOK million

2016

(audited)

2017

(audited)

2018

(audited)

LTM Q2’19

(unaudited)

 

Total operating income

11,852

11,527

12,641

13,064

 

EBITDA

1,097

702

1,031

1,375

 

Operating earnings

(947)

(1,702)

926

1,978

 

Profit/loss

(972)

(3,551)

1,525

2,500

 

Norske Skog had total assets of NOK 9,372 million as of 30 June 2019 (unaudited).

IPO highlights

The Company sees significant advantages in having access to both the equity and debt capital markets. Furthermore, the IPO is expected to enhance Norske Skog’s profile with customers, business partners and employees.

The IPO will comprise a public offering to investors in Norway and a private placement to certain institutional and other professional investors internationally, in which the current sole shareholder in the Company, NS Norway Holding AS, a subsidiary of funds managed by Oceanwood, intends to reduce its ownership in the Company.

Subject to receiving the relevant approvals from Oslo Børs as well as the prevailing equity capital market conditions, the IPO is expected to price in Q4 2019.

ABG Sundal Collier ASA and DNB Markets, a part of DNB Bank ASA, are acting as joint global coordinators and joint bookrunners, and Carnegie AS is acting as joint bookrunner, in connection with the IPO (collectively, the “Managers”).

Advokatfirmaet Thommessen AS is acting as legal counsel to Norske Skog and Oceanwood. Wikborg Rein Advokatfirma AS is acting as legal counsel to the Managers.

The Company’s management consists of:

  • Sven Ombudstvedt, President and CEO
  • Rune Sollie, CFO
  • Amund Saxrud, COO (from 15 October 2019, currently Managing Director of Skogn mill)
  • Robert Wood, SVP Commercial
  • Lars P. S. Sperre, SVP Corporate Strategy
  • Tore Hansesætre, SVP Strategic Projects (from 15 October 2019, currently COO)

From the time of listing on Oslo Børs, the Company’s board of directors will consist of:

  • John Chiang, Chairman
  • Arvid Grundekjøn
  • Anneli Finsrud Nesteng
  • Idunn Gangaune Finnanger
  • Trine-Marie Hagen
  • Paul Kristiansen (shareholder elected employee representative, Saugbrugs mill)
  • Svein Erik Veie (shareholder elected employee representative, Skogn mill)

Further announcements relating to the IPO will be made in due course.

ABOUT NORSKE SKOG

Norske Skog was founded in 1962 by the Norwegian forest owner’s association and commenced production of newsprint at the Skogn paper mill in 1966. Today, Norske Skog is a major producer of newsprint and magazine paper, with seven mills in Europe and Australasia. The Company engages in R&D activities to provide a solid basis for further growth and expansion into new revenue streams. Norske Skog is headquartered in Oslo and has approximately 2,500 employees. In September 2018, following a financial restructuring process, Oceanwood acquired 100% of the share capital in Norske Skog ASA.

ABOUT OCEANWOOD

Oceanwood is an independent investment management firm founded in 2006. Located in London and Malta, the firm manages over US$2 billion of capital, primarily for public pension plans and other institutional investors. Oceanwood is dedicated to investing in companies across Europe and employs a deep, fundamental approach to investing. The firm focuses on balance sheet sustainability and employs a constructive approach to working with management teams aiming to achieve positive results for all stakeholders.

Enquiries

For further queries, please contact:

Norske Skog Investor Relations:
Chief Financial Officer
Rune Sollie
rune.sollie@norskeskog.com
Mob: +47 906 34 788

Norske Skog media:
Vice President Corporate Communication and Public Affairs
Carsten Dybevig
carsten.dybevig@norskeskog.com
Mob: +47 917 63 117
Twitter: @Norske_Skog

Read 190923 Norske Skog - Intention To Float (PDF)

Important notice

These materials do not constitute or form a part of any offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States or any other jurisdiction. The securities of the Company 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 (the "U.S. Securities Act"). The securities of the Company have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States.

In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the EU Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "EU Prospectus Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (together with any applicable implementing measures in any Member State).

In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Company's shares.

Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Company's shares and determining appropriate distribution channels.

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 "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" 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 announcement speak only as at its date, and are subject to change without notice.

This announcement is made by and, and is the responsibility of, the Company. The Managers are acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein.

Neither the Managers nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.

This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.

Each of the Company, the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.

The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

CONTACT INFORMATION

Norske Skog ASA
PB 294 Skøyen
0213 Oslo
Norway
info@norskeskog.com

Phone: +47 22 51 20 20
See more contact information

VISITORS

Norske Skog ASA
Sjølyst plass 2
0278 Oslo