NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, HONG KONG, NEW ZEALAND, SINGAPORE OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. PLEASE NOTE THE IMPORTANT INFORMATION AT THE END OF THIS ANNOUNCEMENT.
 

Mutares: Portfolio company Nordec Group Corporation is planning an IPO on the Finnish Nasdaq First North Growth Market

- Placement of new and existing shares of Nordec Group Corporation

- Current sole shareholder Donges SteelTec GmbH wants to place more than 50% of its existing shares of Nordec Group Corporation

- Nordec Group Corporation aims to raise gross proceeds of approximately EUR 7 million through the placement of new shares

- Commitment from Cornerstone investors to acquire shares with a total volume of not less than EUR 19.5 million at the final subscription price

Munich, 30 May 2022 – Nordec Group Corporation ("Nordec" or the "Company"), a portfolio company of Mutares SE & Co KGaA (ISIN: DE000A2NB650) ("Mutares"), is planning an initial public offering ("Offering") and a listing of its shares on the Nasdaq First North Growth Market Finland ("IPO"), a multilateral marketplace operated by Nasdaq Helsinki Ltd. Nordec is one of the leading providers of steel frame structures and envelope solutions for construction projects in the Nordic countries with a strong position also in the Central and Eastern European countries (CEE). The Company is expected to generate revenues of EUR 250–280 million and Adjusted EBITDA to reach between EUR 12–15 million in 2022.

The Offering is expected to consist of both a new share issue by the Company and a share sale by the shareholder of the Company, a wholly-owned subsidiary of Mutares, Donges SteelTec GmbH ("Donges"). The current shareholding of the present sole shareholder Donges is expected to decrease to below 50% as a result of the IPO.

Nordec aims to raise gross proceeds of approximately EUR 7 million by offering new shares for subscription. The Company expects to use the net proceeds from the Share Issue to facilitate the implementation of Nordec's strategic growth objectives and to increase the efficiency of Nordec's operations and production.

Certain cornerstone investors have each separately, subject to certain terms and conditions, undertaken to participate in the contemplated Offering and to subscribe for shares at the final subscription price for a total of not less than EUR 19.5 million.

In connection with the contemplated Offering, Nordec will prepare a prospectus, which will contain the terms and conditions of the Offering and instructions related to participating in the Offering. Should the Company decide to proceed with the Offering, the prospectus will be published on the Company’s website at www.nordec.com.

“The robust business model, the successful integration as well as the strong outlook on growth and profitability for Nordec is an excellent opportunity to consider a listing in the home market of the Company,” says Johannes Laumann, CIO of Mutares.

Company profile Mutares SE & Co. KGaA

Mutares SE & Co. KGaA, Munich (www.mutares.de), as a listed private equity holding company with offices in Munich (HQ), Amsterdam, Frankfurt, Helsinki, London, Madrid, Milan, Paris, Stockholm and Vienna, acquires medium-sized companies in special situations, based in Europe, which show significant operational improvement potential and are sold again after undergoing a repositioning and stabilization process. For the financial year 2022, consolidated revenues of at least EUR 4 billion are expected. Based on this, consolidated revenues are to be expanded to at least EUR 7 billion by 2025. As the portfolio grows, so do consulting revenues, which together with portfolio dividends and exit proceeds accrue to the Mutares Holding. Accordingly, a net profit in the holding company in the range of EUR 125 million to EUR 150 million is expected for the financial year 2025. The Management Board and Supervisory Board together hold more than one third of all Mutares shares with voting rights. The shares of Mutares SE & Co. KGaA are traded on the Regulated Market of the Frankfurt Stock Exchange under the symbol "MUX" (ISIN: DE000A2NB650).

Disclaimer

This announcement is not being made in and copies of it may not be distributed or sent into the United States, the United Kingdom, Canada, Australia or Japan.

This document is not a prospectus for the purposes of the Prospectus Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and underlying legislation. A prospectus prepared pursuant to the Prospectus Regulation and approved by the Finnish Financial Supervisory Authority will be published, and when published can be obtained from the Company and other places indicated in the prospectus. Investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information contained in the prospectus.

This announcement does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Company does not intend to register any of the securities in the United States or to conduct a public offering of the securities in the United States.

In any member state of the European Economic Area other than Finland or in the United Kingdom (each a “Relevant State”), this information and this offering are only addressed to and directed at persons who are “Qualified Investors” within the meaning of Article 2(e) of the Prospectus Regulation. The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, Qualified Investors. This information should not be acted upon or relied upon in any Relevant State by persons who are not Qualified Investors.

This communication does not constitute an offer of the securities to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the securities. This communication is being distributed to and is directed only at (i) persons who are outside the United Kingdom, (ii) persons who are investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). Any investment activity to which this communication relates will only be available to and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.

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 “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 Nordec Group Oy 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.

For more information, please contact:

Mutares SE & Co. KGaA
Investor Relations
Phone +49 89 9292 7760
E-mail: [email protected]
www.mutares.de

Contact Press
CROSS ALLIANCE communication GmbH
Susan Hoffmeister
Phone +49 89 125 09 0333
E-mail: [email protected]
www.crossalliance.de

Contact for press inquiries in France
CLAI
Gaëtan Commault - [email protected] / +33 06 99 37 65 64
Antoine Szarzewski - [email protected] / +33 07 72 45 47 80