COM HEM HOLDING AB (Publ) J.P. Morgan Morgan Stanley
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19NOV201205470467 COM HEM HOLDING AB (publ) (incorporated in Sweden as a public company with limited liability) SEK 5,670 Million Offering of Ordinary Shares This offering memorandum (the ‘‘Offering Memorandum’’) relates to the initial public offering (the ‘‘Offering’’) of Com Hem Holding AB (publ) (the ‘‘Company’’) of such number of shares, each with a quota value of SEK 1 (the ‘‘New Shares’’), as will raise gross proceeds of SEK 5,670 million. The Offering consists of: (i) a public offering to investors in Sweden; and (ii) private placements to institutional investors in various jurisdictions, including a private placement in the United States to qualified institutional buyers (‘‘QIBs’’) as defined in, and in reliance on, Rule 144A (‘‘Rule 144A’’) under the U.S. Securities Act of 1933, as amended (the ‘‘U.S. Securities Act’’). All offers and sales outside the United States will be made in compliance with Regulation S under the U.S. Securities Act (‘‘Regulation S’’). The Company has granted the Managers (as defined below) an option to purchase up to 12,885,778 additional shares of the Company (the ‘‘Additional Shares’’) at the Offer Price (less agreed commissions) to cover potential over-allotments or other short positions, if any, in connection with the Offering (such option, the ‘‘Over-allotment Option’’). The Over-allotment Option is exercisable, in whole or in part, by Morgan Stanley & Co, International plc (‘‘Morgan Stanley’’) as stabilization agent, for a period of 30 days from the first day of listing of Shares on the NASDAQ OMX Stockholm. The New Shares and, if any are sold hereunder, the Additional Shares, shall be referred to as the ‘‘Offer Shares’’ and the term ‘‘Shares’’ shall refer to all of our 100,000,000 outstanding shares. Prior to the Offering, there has been no public market for our Shares. Application has been made for the admission of our Shares to trading on NASDAQ OMX Stockholm AB (‘‘NASDAQ OMX Stockholm’’) under the trading symbol ‘‘COMH.’’ The first day of trading in, and the official listing of, the Shares is expected to be June 17, 2014. The Offer Price (the ‘‘Offer Price’’) is expected to be set within the range set forth below. The Offer Price will be announced publicly on or about June 17, 2014. Offer Price Range: SEK 44 to SEK 62 per Offer Share Investing in the Offer Shares involves risks. See ‘‘Risk Factors’’ beginning on page 23 for a discussion of certain risks you should consider before investing in the Offer Shares. This Offering Memorandum does not constitute an offer to sell to, or the solicitation of an offer to purchase any of the Offer Shares in any jurisdiction from any person to whom it would be unlawful to make such an offer in such a jurisdiction. The Offer Shares have not been and will not be registered under the U.S. Securities Act or any securities laws of any state within the United States, and may be sold in the United States only to QIBs in reliance on Rule 144A under the U.S. Securities Act, and offered and sold outside the United States only in compliance with Regulation S under the U.S. Securities Act. Prospective purchasers are hereby notified that sellers of the Offer Shares may be relying on the exemption from the registration requirements of the U.S. Securities Act provided by Rule 144A. For a description of certain restrictions on offers or sales, and resale or transfer, see ‘‘Plan of Distribution—Selling Restrictions’’ and ‘‘Transfer Restrictions.’’ The Managers expect to deliver the Offer Shares on or about June 23, 2014 through the book-entry facilities of Euroclear Sweden AB (‘‘Euroclear Sweden’’), against payment for the Offer Shares in immediately available funds. The Shares will be eligible for clearing through the facilities of Euroclear Sweden. Joint Global Coordinators and Joint Bookrunners J.P. Morgan Morgan Stanley Nordea Joint Bookrunner Carnegie Financial Advisor Rothschild The date of this Offering Memorandum is June 3, 2014 In this Offering Memorandum, the terms ‘‘we,’’ ‘‘our,’’ ‘‘us,’’ the ‘‘Company’’ and ‘‘Com Hem’’ all refer to either Com Hem Holding AB (publ) or Com Hem Holding AB (publ) and its subsidiaries, as the context requires. No representation or warranty, express or implied, is made by J.P. Morgan Securities plc (‘‘J.P. Morgan’’), Morgan Stanley and Nordea Bank AB (publ) (‘‘Nordea’’ and, together with J.P. Morgan and Morgan Stanley, the ‘‘Joint Global Coordinators’’) and Carnegie Investment Bank AB (‘‘Carnegie’’ and, together with the Joint Global Coordinators, the ‘‘Managers’’) or N M Rothschild & Sons Limited (‘‘Rothschild’’ or the ‘‘Financial Advisor’’) as to the accuracy or completeness of any information contained in this Offering Memorandum. In making an investment decision, investors must rely on their own assessment of us and the terms of this Offering, including the merits and risks involved. No person is or has been authorized to give any information or make any representation in connection with the offer or sale of the Offer Shares other than those contained in this Offering Memorandum and, if given or made, such information or representation must not be relied upon as having been authorized by Com Hem, the Principal Shareholder, the Managers or Rothschild and none of them accept any liability with respect to any such information or representation. Neither the delivery of this Offering Memorandum nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date hereof or that the information contained herein is correct as of any time subsequent to its date. In the event of any changes to the information in this Offering Memorandum that may affect the valuation of the Offer Shares during the period from the date of announcement to the first day of trading, such changes will be announced in accordance with the provisions of Chapter 2, Section 34 of the Swedish Financial Instruments Trading Act (1991:980) (Sw. lagen (1991:980) om handel med finansiella instrument) (the ‘‘Trading Act’’), which, among other things, governs the publication of prospectus supplements. A separate prospectus in Swedish has been approved by and registered with the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) (the ‘‘SFSA’’) in accordance with the provisions of Chapter 2, Sections 25 and 26 of the Trading Act, implementing the Prospectus Directive. Approval and registration by the SFSA does not imply that the SFSA guarantees that the factual information provided herein is correct or complete. The distribution of this Offering Memorandum and the offer or sale of the Offer Shares in certain jurisdictions is restricted by law. No action has been taken by the Company, the Principal Shareholder, the Managers or Rothschild to permit a public offering in any jurisdiction other than Sweden. Persons into whose possession this Offering Memorandum may come are required by the Company, the Principal Shareholder, the Managers and Rothschild to inform themselves about and to observe such restrictions. This Offering Memorandum may not be used for, or in connection with, any offer to, or solicitation by, anyone in any jurisdiction or under any circumstances in which such offer or solicitation is not authorized or is unlawful. This Offering Memorandum does not constitute an offer to sell or a solicitation of an offer to buy any of the Offer Shares in any jurisdiction to any person to whom it would be unlawful to make such an offer. For further information with regard to restrictions on offers and sales of the Offer Shares and the distribution of this Offering Memorandum, see ‘‘Plan of Distribution—Selling Restrictions’’ and ‘‘Transfer Restrictions.’’ Investors agree to the foregoing by accepting delivery of this Offering Memorandum. The Managers and Rothschild are acting for us and no one else in relation to the Offering. The Managers and Rothschild will not be responsible to anyone other than us for providing the protections afforded to their respective clients nor for providing advice in relation to the Offering. IN CONNECTION WITH THE OFFERING, MORGAN STANLEY AS THE STABILIZING MANAGER, OR ITS AGENTS, ON BEHALF OF THE MANAGERS, MAY ENGAGE IN TRANSACTIONS THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE SHARES FOR UP TO 30 DAYS FROM THE DATE OF PUBLIC DISCLOSURE OF THE OFFER PRICE. SPECIFICALLY, THE MANAGERS MAY OVER-ALLOT SHARES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE SHARES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. THE STABILIZING MANAGER AND ITS AGENTS ARE NOT REQUIRED TO ENGAGE IN ANY OF THESE ACTIVITIES AND, AS SUCH, THERE IS NO ASSURANCE THAT THESE ACTIVITIES WILL BE UNDERTAKEN; IF UNDERTAKEN, THE STABILIZING MANAGER OR ITS AGENTS MAY END ANY OF THESE ACTIVITIES AT ANY TIME AND THEY MUST BE BROUGHT TO AN END AT THE END OF THE 30-DAY PERIOD MENTIONED i ABOVE. SAVE AS REQUIRED BY LAW OR REGULATION, THE STABILIZING MANAGER DOES NOT INTEND TO DISCLOSE THE EXTENT OF ANY STABILIZATION TRANSACTIONS UNDER THE OFFERING. SEE ‘‘PLAN OF DISTRIBUTION.’’ IMPORTANT INFORMATION CONCERNING THE POSSIBILITY TO SELL ALLOCATED SHARES Please note that notification of allocation to the general public in Sweden of the allocation of Offer Shares will be made through the distribution of contract notes. Such contract notes are expected to be distributed on or about June 17, 2014. After payment has been received for allotted Offer Shares by Nordea or Avanza Bank AB, who is acting as retail agent, the Offer Shares duly paid for will be transferred to the securities account, service account or securities depository account designated by each respective investor. Due to the time required for distribution of contract notes, transfer of funds and transfer of Offer Shares to investors, the Offer Shares acquired will not be available to investors in their designated securities account, service account or securities depository accounts or custody accounts until on or about June 23, 2014.