Initial public offering of Tokmanni Group Oy (FI) on Nasdaq Helsinki
The final offering price in Tokmanni Group Corporation’s initial public offering has been set at EUR 6.70 per share
Tokmanni Group Corporation (“Tokmanni” or the “Company”) today announces the outcome of its initial public offering (the “Offering”) and the listing of its shares on the official list of Nasdaq Helsinki Ltd (“Nasdaq Helsinki”).
The Offering attracted strong interest among Finnish and international institutional investors as well as Finnish retail investors. The Offering was well over-subscribed.
The Offering in Brief
- The final offering price (“Final Offering Price”) has been set at EUR 6.70 per share, corresponding to an equity value of approximately EUR 394 million for Tokmanni.
- The Offering consists of 9,227,621 existing shares that have been offered by the Company's current principal shareholder Cidron Disco S.à r.l. (“Cidron”, a company ultimately owned by Nordic Capital Fund VII1 (1), together with associated co-investment vehicles) and certain other existing shareholders of the Company and 14,319,880 new shares (the “New Shares”) that have been offered by the Company.
- To cover possible over-allotment in connection with the Offering, Cidron has granted an over-allotment option of up to 3,532,124 additional existing shares, corresponding to up to 15 percent of the total number of shares offered in the Offering. If the over-allotment option is exercised in full, the Offering comprises in total 27,079,625 shares, corresponding to 46 percent of the shares in Tokmanni.
- The total value of the Offering, assuming that the over-allotment option is exercised in full, amounts to approximately EUR 181 million.
- The Company will receive gross proceeds of approximately EUR 96 million through the issue of New Shares (“Share Issue”) as a part of the Offering. The Company expects to use the proceeds from the Share Issue to repay the principal amount of the shareholder loans and accrued interest following the completion of the Offering. In addition to repaying the shareholder loans, Tokmanni will also refinance its loans from financial institutions with lower interest rates than its prior outstanding debt. As a result, Tokmanni expects that its interest expenses going forward will be significantly reduced compared to previous years. In 2015, interest expenses of shareholder loans amounted to EUR 6.9 million and interest expenses of loans from financial institutions amounted to EUR 10.2 million.
- Following completion of the Offering, Cidron will remain the largest shareholder in Tokmanni and will hold approximately 42 percent of the shares, Rockers Tukku is expected to own approximately 8 percent and members of the Board of Directors and executive management of the Company are expected to own approximately 4 percent in the aggregate, in each case assuming the over-allotment option is exercised in full.
- Assuming full exercise of the over-allotment option, a total of 26,031,048 shares will be allocated to institutional investors in Finland and internationally (the "Institutional Offering") and 1,048,577 shares will be allocated to private individuals and entities in Finland (the "Public Offering") and to permanent employees of Tokmanni (the “Personnel Offering”). The final subscription price in the Personnel Offering is 10 percent lower than the Final Offering Price, i.e. EUR 6.03 per share.
- The shares offered in the Public Offering and in the Personnel Offering are expected to be registered with the Trade Register on 28 April 2016 after which the total number of shares in the Company will be 45,597,449 shares. The shares allocated to institutional investors are expected to be registered with the Trade Register on 3 May 2016 after which the total number of shares in the Company will be 58,868,752 shares.
- The shares offered in the Public Offering and in the Personnel Offering are expected to be recorded in the book-entry accounts of investors who have made an approved commitment on the first banking day after the pricing has taken place, i.e. on 29 April 2016. In the Institutional Offering, the shares will be ready to be delivered against payment on or about 3 May 2016 through Euroclear.
- Trading in Tokmanni’s shares is expected to commence on the pre-list list of Nasdaq Helsinki on or about 29 April 2016 and on the official list on or about 3 May 2016.
Tokmanni is the largest general discount retailer in Finland measured by number of stores and revenue. In 2015, Tokmanni’s revenue was EUR 755 million and on average it had approximately 3,200 employees. Tokmanni is the only nationwide general discount retailer in Finland, with 156 stores across Finland as at 31 December 2015. Tokmanni conducted an extensive brand harmonisation project between 2013 and 2015, unifying all of its stores under the Tokmanni brand. The brand harmonisation project was completed in October 2015. Based on a survey commissioned by Tokmanni from TNS Gallup in autumn 2015, approximately 42 percent of adult Finns visit a Tokmanni store at least once a month.
Tokmanni’s value proposition combines an attractive and wide product assortment at low prices supported by a good in-store customer experience. Tokmanni offers its customers a broad assortment of products across six product categories: home cleaning and personal care; groceries; clothing; tools and electrical equipment; home, decoration and garden; as well as leisure and home electronics. Tokmanni’s product assortment includes A-brand products from leading manufacturers, Tokmanni’s private label products, licensed brand products and non-branded products.
Tokmanni employs a cost-efficient operating model with a focus on efficiency across the entire value chain from factory to customer. Tokmanni aims to maintain a low-cost base through centralised sourcing and an effective supply chain. Tokmanni manages its inventory centrally from its distribution centre located in Mäntsälä, Finland. Tokmanni’s headquarters are also located in Mäntsälä.
(1) “Nordic Capital Fund VII” refers to Nordic Capital VII Alpha, L.P. and Nordic Capital VII Beta, L.P., for which Nordic Capital VII Limited acts as General Partner
Carnegie acted as joint bookrunner in the transaction.