EXCELLENCE IN HOTEL OWNERSHIP & OPERATIONS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, Press release Stockholm, 08/06/2015 Pandox publishes prospectus and announces price range for its initial public offering on Nasdaq Stockholm Following the announcement of its intention to float on 26 May 2015, Pandox AB (publ) ( Pandox or the Company ) today publishes its prospectus and announces the price range for its initial public offering (the Offering ) of its B shares and listing on Nasdaq Stockholm. Pandox is a leading owner of hotel properties located in Northern Europe with focus on sizeable hotels in key leisure and corporate destinations. Pandox s hotel property portfolio comprises 104 hotels in the upper medium- and upscale segment with a total of 21,969 hotel rooms across eight countries. The market value of Pandox s property portfolio amounted to SEK 27 billion as of 31 March 2015. The Offering in brief The Offering consists of an offering to the general public in Sweden and an offering to institutional investors internationally. The Offering represents 52,173,914 B shares, offered by the Company s shareholder SU-ES AB ( SU-ES ) 1, corresponding to approximately 34.78 per cent of the total number of shares and 17.39 per cent of the total number of votes in the Company. Furthermore, SU-ES has issued an over-allotment option of up to 7,826,086 additional B shares representing approximately 5.22 per cent of the total number of shares and 2.61 per cent of the total number of votes in the Company. In the event that the over-allotment option is exercised in full, the total number of shares comprised by the Offering represents 60,000,000 B shares corresponding to 40 per cent of the total number of shares and 20 per cent of the total number of votes in the Company. The final price in the Offering is expected to be set within the range of SEK 100 110 per B share (the Offering price ), corresponding to a market value of all shares issued by Pandox of approximately SEK 15 16.5 billion. The Offering price is expected to be announced on 18 June 2015. Swedbank Robur Fonder, on behalf of its funds, and AMF have agreed, subject to certain conditions, to acquire 10.5 million B shares each in the Offering, on the same terms and conditions as other investors, corresponding to 7.0 per cent each of the total number of shares and 3.5 per cent each of the total number of votes in the Company. A prospectus with full terms and conditions is published today 8 June 2015, on the Company s website (www.pandox.se). The first day of trading on Nasdaq Stockholm is expected to be 18 June 2015 and the B shares will trade under the ticker PNDX B. 1 SU-ES holds all A and B shares in the Company. All shares in SU-ES are indirectly owned by Eiendomsspar AS, Helene Sundt AS, CGS Holding AS (the Ultimate Owners ) and the Company s CEO Anders Nissen. 1 (6)
Anders Nissen, CEO of Pandox, comments: We will continue to build on our platform as a leading Northern European hotel real estate company. Our focused business model, track-record and well-invested portfolio of sizeable hotel properties in strategic locations makes us well-positioned to benefit from both underlying market growth and organic growth from the refurbishments and repositioning of our hotel properties. We look forward to returning to the stock market and welcome new shareholders. Christian Ringnes, Chairman of the Board of Directors of Pandox and major owner of Eiendomsspar AS, comments: Since 2004 Eiendomsspar and the Sundt family have been privileged to work alongside Anders Nissen and the Pandox management team in developing and growing the Company into a leading owner of hotel properties. We are truly impressed by the management team s relentless focus on the business and strategic execution, and the successful integration of the Norgani acquisition and the subsequent major refurbishment program. We are excited about the continued prospects for the Company. PRESS CONFERENCE On 8 June 2015 at 10.00 (CET), Pandox will hold a press conference at Pandox s head office at Vasagatan 11 in Stockholm. Anders Nissen, CEO of Pandox will present the Company and the Offering. Christian Ringnes, Chairman of the Board of Directors of Pandox and Liia Nõu, CFO of Pandox will also participate to answer questions regarding the Offering. Please confirm your attendance by e-mail, info@pandox.se or by phone, +46 8 506 205 50. About Pandox Pandox is a leading owner of hotel properties located in Northern Europe with focus on sizeable hotels in key leisure and corporate destinations. Pandox s hotel property portfolio comprises 104 hotels in the upper medium- and upscale segment with a total of 21,969 hotel rooms across eight countries. Pandox s business concept based on its expertise within hotel properties, hotel operations and business development is to actively own and lease hotel properties. Pandox s business is organised into two segments: (i) Property management, which comprises 89 investment properties owned by Pandox and leased on a long-term basis (WAULT, weighted average unexpired lease term, of 8.7 years as of 31 March 2015) to market leading regional hotel operators and leading international operators, and (ii) Operator activities, which comprises 15 operating properties owned by Pandox, in which the Company executes hotel operations. 2 (6)
The Company s hotel properties are located in cities that are either international destinations, meaning they have a large relative or absolute share of international guests, such as Stockholm, Oslo, Copenhagen, Helsinki, Berlin, Brussels, Antwerp, Basel, and Montreal, or cities with a high proportion of regional demand such as Gothenburg, Malmö and other regional cities in the Nordic region. The hotel properties are primarily situated in strategic locations such as city centres, ring roads, airports, exhibition centres or similar locations that attract a steady demand for hotel rooms and services. The average size of the hotel properties is 211 rooms. Following extensive refurbishment programmes after the acquisitions of Norgani Hotels and Hilton Towers in 2010, Pandox has a well-invested portfolio of sizeable hotel properties and is wellpositioned to benefit from underlying market growth and organic growth from refurbishments and repositionings of hotels in the hotel property portfolio. From 1997 to 2014, Pandox s strategy and business model delivered an annualised total return on equity of approximately 18 per cent 2. As of 31 March 2015, the market value of Pandox s properties was SEK 26,996 million and the loan-to-value ratio was 47.5 per cent. EPRA Net Asset Value amounted to SEK 14,438 million. The Offering The Offering consists of an offering to the general public in Sweden and an offering to institutional investors internationally. The Offering represents 52,173,914 B shares, corresponding to approximately 34.78 per cent of the total number of shares and 17.39 per cent of the total number of votes in the Company. To cover possible over-allotment in connection with the Offering, SU-ES has undertaken to, at the request of ABG Sundal Collier on behalf of the Managers, sell additional B shares representing not more than 15 per cent of the number of B shares included in the Offering, equal to not more than 7,826,086 B shares, representing approximately 5.22 per cent of the total number of shares and 2.61 per cent of the total number of votes in the Company. Assuming that the over-allotment option is exercised in full, the total number of shares comprised by the Offering represents 60,000,000 B shares, corresponding to 40 per cent of the total number of shares and 20 per cent of the total number of votes in the Company. The Offering price will be established by SU-ES in consultation with the Joint Bookrunners, within a range of SEK 100 110 per B share. The Offering price is expected to be published on or around 18 June 2015. The Offering price to the general public in Sweden will not exceed SEK 110 per B share. The total value of the Offering amounts to approximately SEK 5,217 5,739 million based on the price range and approximately SEK 6,000 6,600 million assuming the over-allotment option is exercised in full. Based on the price range in the Offering, the market value of all shares issued by Pandox is approximately SEK 15 16.5 billion. 2 The calculation from 1997 to 2004 is based on total shareholder return of the shares listed on Stockholm Stock Exchange, from 2004 to 2014 the calculation is based on equity internal rate of return for the Ultimate Owners based on contribution and dividends and net worth growth as of the end of 2014 based on EPRA NAV. During the period certain factors, such as market conditions and the Company s debt/equity ratio, have fluctuated. Due to these fluctuations, the calculated historical return cannot be seen as an indication of expected future return. 3 (6)
Swedbank Robur Fonder, on behalf of its funds, and AMF have committed, subject to certain conditions, to acquire 10.5 million B shares each in the Offering, on the same terms and conditions as other investors, corresponding to 7.0 per cent each of the total number of shares and 3.5 per cent each of the total number of votes in the Company. The application period for the Offering to the general public in Sweden starts on 9 June 2015 and is expected to close on 16 June 2015. The bookbuilding period for institutional investors starts on 9 June 2015 and is expected to close on 17 June 2015. The first day of trading on Nasdaq Stockholm is expected to be 18 June 2015 and the B shares will trade under the ticker PNDX B. The expected settlement day of the Offering is 23 June 2015. ABG Sundal Collier is acting as Global Coordinator and Joint Bookrunner in the IPO, Handelsbanken Capital Markets and Morgan Stanley are acting as Joint Coordinators and Bookrunners, and Carnegie, DNB Markets and SEB are acting as Co-lead Managers (jointly referred to as the Managers). Background and reasons In 2004, Pandox was acquired by the Norwegian companies Eiendomsspar AS, CGS Holding AS and Helene Sundt AS through a public tender offer and was delisted. Under their ownership, and with the support from Pandox s employees, the market value of Pandox s property portfolio has increased from approximately SEK 6 billion to SEK 27 billion as of 31 March 2015. In light of the Company s growth since 2004, the Ultimate Owners wish to reduce Pandox s share of their respective property and investment portfolios and make Pandox a listed company again. The Offering and the listing will expand Pandox s shareholder base and enable Pandox to access the Swedish and international capital markets, which will support the Company s continued growth and development. The board of directors and executive management of Pandox, supported by the Ultimate Owners, consider the Offering and listing of the Company s B shares to be a logical and important step in Pandox s development, as it will also increase the awareness of Pandox and its operations among current and potential customers and suppliers. For these reasons, the board of directors has applied for the listing of the Company s B shares on Nasdaq Stockholm. Prospectus and application forms A prospectus and application forms for the Offering will be published today, 8 June 2015. The prospectus and application forms can be obtained from Handelsbanken branches, as well as ordered from Pandox. The prospectus is also available on Pandox s website (www.pandox.se), ABG s website (www.abgsc.com) and Handelsbanken s website (www.handelsbanken.se/investeringserbjudande). Application form will also be available on the websites of Pandox and Handelsbanken on the above stated webpages. Applications can also be made via Avanza (www.avanza.se). 4 (6)
Indicative timetable 9 June 16 June 2015 Application period for the general public in Sweden 9 June 17 June 2015 Bookbuilding process for institutional investors 18 June 2015 Announcement of the final Offering price 23 June 2015 Settlement day For more information Anders Nissen, CEO, +46 (0)70 846 02 02 Thomas Backteman, IR, +46 (0)70 831 11 66 Important information This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by Pandox AB (the "Company") in any jurisdiction where such offer or sale would be unlawful. In any EEA Member State, other than Sweden, that has implemented Directive 2003/71/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, or form part of, 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. The securities have not been recommended by any U.S. federal or state securities commission or regulatory authority. 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. In connection with the Offering, ABG Sundal Collier, as stabilising manager (the Stabilizing Manager ), may carry out transactions aimed at supporting the market price of the B shares at levels above those which might otherwise prevail in the open market. Such stabilisation transactions may be effected on Nasdaq Stockholm, in the over-the-counter market or otherwise, at any time during the period starting on the date of commencement of trading in the B shares on Nasdaq Stockholm and ending no later than 30 5 (6)
calendar days thereafter. The Stabilizing Manager is, however, not required to undertake any stabilisation and there is no assurance that stabilisation will be undertaken. Stabilisation, if undertaken, may be discontinued at any time without prior notice. In no event will transactions be effected at levels above the price in the Offering. Within one week of the end of the stabilisation period, the Stabilising Manager will make public whether or not stabilisation was undertaken, the date at which stabilisation started, the date at which stabilisation last occurred and the price range within which stabilisation was carried out, for each of the dates during which stabilisation transactions were carried out. The Offering of securities is made by means of a prospectus that may be obtained from the issuer and that will contains detailed information about the Company and its 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. This document contains certain forward-looking statements and opinions. Forward-looking statements are statements that do not relate to historical facts and events and such statements and opinions pertaining to the future that, by example, contain wording such as believes, estimates, anticipates, expects, assumes, forecasts, intends, could, will, should, would, according to estimates, is of the opinion, may, plans, potential, predicts, projects, to the knowledge of or similar expressions, which are intended to identify a statement as forward-looking. This applies, in particular, to statements and opinions in this document concerning the future financial returns, plans and expectations with respect to the business and management of the Company, future growth and profitability and general economic and regulatory environment and other matters affecting the Company. Forward-looking statements are based on current estimates and assumptions made according to the best of the Company s knowledge. Such forward-looking statements are subject to risks, uncertainties, and other factors that could cause the actual results, including the Company s cash flow, financial condition and results of operations, to differ materially from the results, or fail to meet expectations expressly or implicitly assumed or described in those statements or to turn out to be less favourable than the results expressly or implicitly assumed or described in those statements. You should not place undue reliance on the forward-looking statements in this document. In light of the risks, uncertainties and assumptions associated with forward-looking statements, it is possible that the future events mentioned in this document may not occur. Actual results, performance or events may differ materially from those in such statements due to, without limitation: changes in general economic conditions, in particular economic conditions in the markets on which the Company operates, changes affecting interest rate levels, changes affecting currency exchange rates, changes in competition levels, changes in laws and regulations, and occurrence of accidents or environmental damages. The Company does not assume any obligation to update any forward-looking statements or to conform these forward-looking statements to actual events or developments. 6 (6)