SSM Holding AB (publ) (“SSM” or the “Company”), the leading residential developer within its niche in the Stockholm region, announced on 14 March 2017 its intention to launch an Initial Public Offering of the Company’s shares on Nasdaq Stockholm (the “Listing” or the “Offering”). Today, the Company publishes the prospectus and the price range of the Offering. SSM, founded in 1993, recorded an 83.5 per cent growth in earnings for 2016 compared to the previous year, and has more than 5,800 building rights in its project portfolio. SSM’s intention is to gradually increase the Company’s construction rates of highly functional and affordable residential units just outside the city centre to 1,800 production starts per year by 2021.
The Offering in brief
- The Offering consists of an offer to institutional investors in Sweden and internationally, as well as an offering to the general public in Sweden.
- The price per share in the Offering will be determined within the range SEK 54-64, corresponding to a total value of the Company’s shares of SEK 2,165-2,466 million after the completion of the Listing.
- The Offering comprises a minimum of 8,437,500 and a maximum of 10,000,000 newly issued shares where the number of shares is decided based on the final price in the Offering (“Base Offer”). The Company is provided with proceeds of approximately SEK 540 million before deduction of transaction costs related to the Base Offer.
- Existing shares are offered by the Company’s co-founders Ulf Morelius and Ulf Sjöstrand through their jointly owned company Eurodevelopment Holding AG (the ”Principal Shareholder”) at a minimum of 24,999 and a maximum of 3,333,333 existing shares depending on final price and demand in the Offering. The Principal Shareholder intends to retain a significant ownership after the Listing of approximately 59 to 67 per cent of the total number of shares in the Company.
- In order to cover potential overallotment in the Offering, the Principal Shareholder has undertaken to sell, on the request of the Joint Global Coordinators, a maximum of 1,849,999 additional shares, corresponding to approximately 15 per cent of the total number of shares in the Offering (the “Overallotment Option”).
- The Offering comprises a minimum of 9,634,375 and a maximum of 12,333,332 shares excluding the Overallotment Option and a minimum 11,079,531 and a maximum 14,183,332 shares if the Overallotment Option is fully exercised, corresponding to approximately 25 to 32 and 29 to 36 per cent, respectively, of the total number of shares in the Company after the Listing. The total value of the Offering consists at a minimum of the Base Offer, (amounting to approximately SEK 540 million), and a maximum of approximately SEK 740 million or, if the Overallotment Option is fully exercised, a minimum of approximately SEK 620 million and a maximum of approximately SEK 850 million.
- Länsförsäkringar Fondförvaltning AB (publ), Malmegårds Fastighets AB, and Grandholm Fastigheter AB have undertaken to be cornerstone investors and under certain conditions acquire shares to a value of SEK 180 million corresponding to a minimum of 2,812,500 and a maximum of 3,333,332 shares, approximately 29 and 33 per cent, respectively, of the total number of shares in the Offering before exercise of the Overallotment Option, or 25 and 29 per cent, respectively, of the total number of shares in the Offering provided that the Overallotment Option is exercised in full.
- The Company’s CEO has agreed with the Principal Shareholder to buy shares at the Listing corresponding to one per cent of the total number of shares in the Company before the Offering from the Principal Shareholder at the final price of the Offering, corresponding to a value of approximately SEK 16-19 million.
- Ulf Morelius and Ulf Sjöstrand intend to continue to take active responsibility for the Company’s future development and to remain as members of the Board of Directors of SSM.
- The first day of trading in the SSM’s shares on Nasdaq Stockholm is expected to be on 6 April 2017 under the ticker “SSM” and settlement date is expected to take place on 10 April 2017.
Mattias Roos, President & CEO of SSM, comments:
“SSM’s strong revenue growth in recent years confirms the strong momentum existing within the Company. We operate in a market with strong underlying demand and a customer segment with a genuine need for housing. SSM has a focused, attractive and profitable business concept together with an experienced and efficient organisation in addition to a substantial project portfolio. We are therefore well positioned for continued profitable growth. A listing is a natural next step for our continued development. I look forward to continue to strengthen our position within functional and affordable living together with our existing and future owners as well as SSM’s employees.”
Anders Janson, Chairman of SSM’s Board of Directors, comments:
“During the last five years SSM’s focus has been clarified and the business has expanded considerably. I am impressed by the professionalism and strong focus in the management which has resulted in SSM’s impressive project portfolio, significant register of interest and experienced organisation. A listing is expected to benefit SSM through further increased awareness of the Company, which will have a positive effect on SSM’s future strategic development.”
Ulf Morelius and Ulf Sjöstrand, co-founders and Principal Shareholders of SSM, comment:
“A great deal has changed and developed since we founded SSM in 1993. SSM is today the leading residential developer in the Stockholm region within the niche highly functional and affordable apartments. We intend to remain as main owners after the Offering but a diversification of the ownership base will create the best conditions for SSM to continue to develop successfully in the future.”
Background and reasons for the Offering
The forthcoming listing together with the share issue means that SSM will have the possibility to continue its expansion and to increase the number of construction starts. The Offer is expected to generate net proceeds of approximately SEK 500 million to SSM, after deduction of transaction costs of approximately SEK 40 million which will be paid by the Company. The Company intends to use the net proceed from the Offering to finance the continuing growth of the Group and to optimise the capital structure. Furthermore, a listing of the Company’s shares is expected to increase attention and confidence from existing and potential customers and cooperating parties as well as to improve the Company’s financing possibilities and access to the credit market.
The prospectus with the full terms and conditions of the Offering (in Swedish and English) is published today on SSM’s website (www.ssmlivinggroup.se), ABG’s website (www.abgsc.se), SEB’s website for prospectuses (www.sebgroup.com/prospectuses) and on Avanza’s website (www.avanza.se). Application can be made through SEB’s internet bank and Avanza’s internet service. First day of trading in the Company’s shares is expected to be about 6 April 2017.
- Application period for institutional investors: 28 March-5 April 2017
- Application period for the general public in Sweden: 28 March-4 April 2017
- Announcement of final Offering price: 6 April 2017
- First day of trading on Nasdaq Stockholm: 6 April 2017
- Settlement day: 10 April 2017
SSM has been operating in the Stockholm region since its founding in 1993. The Company is owned by the co-founders Ulf Morelius and Ulf Sjöstrand. SSM’s project portfolio currently comprises approximately 5,800 apartments in planning or construction phase. That makes the Company the leading operator within residential development and housing construction in Stockholm within its niche, with highly functional and affordable apartments for its target group, which is designated by the Company as the urbanites of tomorrow. SSM’s ambition is to develop the most popular apartments in urban areas. The Company therefore builds and offers affordable apartments for one or two person households, primarily within the age group of 20-44 year olds, with high functionality per square meter, near public transportation, just outside the city centre.
The Company has over time chosen to collaborate with external companies and investors by participating in joint ventures, which in SSM’s view constitutes an efficient way of managing project risk and return, as well as to finance further expansion. SSM’s intention is to gradually increase the Company’s construction on an annual basis to reach a level of 1,800 construction starts per year by 2021. SSM aims to start construction of 1,000 residential units during 2017. There is a strong demand for SSM’s apartments which creates good conditions for SSM to realize its expansion plans.
SSM’s key strengths
- Strong structural market drivers for housing development in Greater Stockholm
- Leading residential developer in attractive niche market
- Proven business model with a history of turn-key contractor
- Solid financial track record with substantial earnings growth attributable to own projects as well as joint ventures
- Experienced management team and project organization supported by long-term and committed owners
- Strong project pipeline and platform with potential for further growth
SSMs financial targets and dividend policy
- Operating margin: >20 per cent
- Return on equity: >25 per cent
- Interest coverage ratio: >2 x
- Debt-to-equity ratio: >30 per cent
- Dividend policy: >30 per cent of the year’s profits from 2017 onwards with the first possible dividend in connection with the AGM in 2018
|Financial key ratios, SEKm||2016||2015||2014|
|Net sales, joint ventures||748.4||844.1||732.9|
|Net sales including joint ventures||1,398.3||1,195.2||1,143.9|
|Earnings after tax||144.7||95.6||35.1|
|Gross margin, %||22.6||14.8||14.0|
|Operating margin, %||28.8||29.0||15.3|
|Interest coverage ratio, x||4.0||5.8||2.7|
|Return on equity, %||61.0||75.2||53.5|
About Länsförsäkringar Fondförvaltning AB (publ)
Länsförsäkringar Fondförvaltning is a Swedish fund manager wholly owned by Länsförsäkringar Bank. Länsförsäkringar Fondförvaltning’s fund volume amounted to SEK 138.2bn at year end 2016 and the company offers approximately 40 investment funds.
About Malmegårds Fastighets AB
Malmegårds Fastighets AB is a property manager and developer, partly managing its own property portfolio in the Stockholm region and partly on behalf of other property owners. Malmegårds Fastighets AB has been operating in Stockholm’s real estate market for more than 50 years.
About Grandholm Fastigheter AB
Grandholm Fastigheter AB is a privately owned company with headquarters in Stockholm that invests in real estate, and real estate-related companies and real estate projects in the Nordics.
ABG Sundal Collier and SEB are acting as Joint Global Coordinators and Joint Bookrunners in connection with the Listing. Gernandt & Danielsson Advokatbyrå KB is legal adviser to SSM and the Principal Shareholder. Advokatfirman Hammarskiöld & Co is legal adviser to the Joint Global Coordinators and Joint Bookrunners.
This information is information that SSM Holding AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation and the Securities Markets Act. The information was submitted for publication, through the agency of the contact persons set out below, at 27 March 2017 20:30 CET.
For more information, please contact:
Mattias Roos, President & CEO, who can be reached through:
Ann-Charlotte Johansson, Chief Communications & IR Officer
Tel: +46 (0)761-65 17 71
This press release does not contain or constitute an invitation or an offer to acquire, sell, subscribe for or otherwise trade in shares or other securities in SSM. Invitation to the persons concerned to acquire shares in SSM will only be made through the prospectus referred to in this press release. The prospectus will contain, among other things, risk factors, financial statements as well as information regarding the company’s board
of directors. This press release has not been approved by any regulatory authority and is not a prospectus and accordingly, investors should not acquire any securities referred to in this press release, except on the basis of information provided in the prospectus referred to in this press release.
In certain jurisdictions, the publication or distribution of this press release may be subject to restrictions according to law, and persons in those jurisdictions where this press release has been published or distributed should inform themselves about and abide by such restrictions.
The shares or securities of SSM have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or with any securities regulatory authority of any state or jurisdiction within the United States, and no shares or other securities in SSM may, directly or indirectly, be offered, sold, resold, transferred, delivered or distributed to or within the United States. No shares or other securities in SSM will be offered in the United States. There are no plans to register shares or other securities in SSM, or to conduct an offering of such shares or securities, in the United States.
This press release may not be announced, published or distributed, directly or indirectly, in or into the United States, Australia, Hong Kong, Japan, Canada, New Zealand, Singapore, South Africa or any other country where such action is wholly or partially subject to legal restrictions or where such action would require additional prospectuses, other offer documentation, registrations or other actions in addition to what follows from Swedish law. The information in this press release may not be forwarded, reproduced or disclosed in such a manner that would contravene such restrictions or would require such additional prospectuses, other offer documentation, registrations or other actions. Failure to comply with this instruction may result in a violation of the Securities Act or laws applicable in other jurisdictions.
This press release contains forward-looking statements which reflect SSM’s current view on future events and financial and operational development. Words such as “intend”, “will”, “expect”, “anticipate”, “may”, “plan”, “estimate” and other expressions than historical facts which imply indications or predictions of future development or trends, constitute forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the actual outcome could differ materially from the forward-looking statements. The information, opinions and forward-looking statements concluded in this announcement speak only as of its date and are subject to change without notice.
 The Principal Shareholder intends on selling shares in the Offering provided that the final price in the Offering is at or above SEK 60 per share. The Principal Shareholder will sell existing shares in the Offering so that the free float will be at least 25% at all price points in the price range
 Provided the CEO, management and members of the Board of Directors fully exercise their call options
 Länsförsäkringar Fondförvaltning AB (publ) invests via the investment fund for real estate investments, Länsförsäkringar Fastighetsfond, as well as the investment fund for small cap investments, Länsförsäkringar Småbolag Sverige