Kotipizza Group Oyj
Company Release 21 May 2015, at 9:30 a.m. (EET)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, SINGAPORE, SOUTH AFRICA AND, THE UNITED STATES OR TO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL.
KOTIPIZZA GROUP OYJ IS PLANNING A LISTING ON THE MAIN LIST OF NASDAQ OMX HELSINKI AND REDEEMING ITS BOND CONDITIONAL TO THE EXECUTION OF THE LISTING
Kotipizza Group Oyj ("Company") is planning a listing of its shares on the main list of NASDAQ OMX Helsinki Ltd ("Listing") and is considering an initial public offering in connection with the potential Listing. The Listing is expected to take place during the summer 2015.
Kotipizza Group Oyj is the parent company of the group, which includes three operating subsidiaries, Kotipizza Oyj ("Kotipizza"), Foodstock Oy ("Foodstock") and Chalupa Oy ("Chalupa"), which possess special competence in the different areas of the restaurant industry's value chain. Kotipizza carries out the franchising operations of the pizzeria chain owned by the Group, while Foodstock engages in food sourcing and logistics operations. Chalupa is a new Mexican-style fast casual restaurant concept launched in May 2015 as a joint venture. Through its business, Kotipizza Group is one of the leading players in the fast food industry in Finland. More than 99 percent of Kotipizza restaurants operate on the basis of a franchising agreement run by independent franchisees. Franchisee is given a tested and profitable business idea and product, and brand, knowhow and other advantages of co-operating with the chain.
Kotipizza began to systematically develop its restaurants' image and product range in 2013 whereby it aims to grow its restaurant sales. Kotipizza restaurant network aims to grow by opening restaurants at central locations, particularly in growth centres and larger cities. The modernisation of the online store in autumn 2014 is a part of the entire restaurant concept revision, aiming to guarantee consumers a flexible and first-class shopping experience.
The Company's long experience in the profitable restaurant franchising model makes it well positioned to launch and develop new restaurant concepts cost-efficiently. The first example of this is the Mexican-style fast casual concept Chalupa, which was launched in May 2015. Further, the Company considers possibilities to expand its fast casual brand portfolio with potential business acquisitions. The management of the Company believes that the proliferation of the fast casual trend will bring new restaurant concepts to the industry, which is expected to accelerate the segment's growth in the future.
The Company issued on 2 April 2013 a three-year unsecured bond with a nominal value EUR 30 million (the "Bond"). Conditional to the execution of the Listing, the Board of Directors of the Company has decided to redeem the Bond in full in accordance with the terms and conditions of the Bond. The contemplated redemption is planned to be financed with the proceeds from the initial public offering and the new term loans to be withdrawn in connection with the Listing.
Pohjola Bank plc acts as the lead manager for the contemplated initial public offering. Roschier, Attorneys Ltd. acts as the legal advisor in the contemplated initial public offering.
Kotipizza Group Oyj
Johan Wentzel, BoD
Tommi Tervanen, CEO
More information:
Tommi Tervanen, CEO
tel. +358 207 716 743
Timo Pirskanen, CFO
tel. +358 207 716 747
Antti Isokangas, CCO
tel. +358 207 716 716
Kotipizza Group in brief
Kotipizza is a Finnish pizza chain, which was founded in 1987. At the end of 2014, the number of restaurants stood at 261 restaurants. In 2014, the sales of Kotipizza restaurants were 70.2 million euro. Kotipizza Group Oyj net sales were 52.2 million euro for the financial year ended 31 January 2015 with an EBITDA of 4.3 million euro respectively.
The main owners of Kotipizza Group Oyj are the funds managed by Sentica Partners Oy (approx. 90%) and the Company's key personnel (approx. 10%).
IMPORTANT DISCLAIMER
This announcement should not be construed as a prospectus or offering document and does not constitute or form part of an offer, invitation or solicitation of any offer, to subscribe for or purchase any securities in any jurisdiction. Investors should not subscribe for or purchase any shares in Kotipizza Group Oyj (the "Company") on the basis of or in reliance on the information in this announcement. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change. No obligation is undertaken to update this announcement or to correct any inaccuracies, and the distribution of this announcement shall not be deemed to be any form of commitment on the part of the Company to proceed with the IPO or any transaction or arrangement referred to herein. This announcement has not been approved by any competent regulatory authority.
This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by the Company in any jurisdiction where such offer or sale would be unlawful. This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan, Singapore, or South Africa or to any other jurisdiction where such announcement or publication would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
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 in the United States absent registration or an exemption from registration under the Securities Act. There is no intention to register any securities referred to herein in the United States or to make an offering of the securities in the United States. Copies of this announcement are not being, and should not be, distributed in or sent into the United States.
No public offer or invitation to acquire securities of the Company is being made by or in connection with this release. Any such offer will be made solely by means of a prospectus once it has been approved by the Finnish Financial Supervisory Authority and published in accordance with the law, and any supplement thereto.
In the United Kingdom, this announcement 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.
This announcement and the offer when made are only addressed to and directed, in member states of the European Economic Area which have implemented the Prospectus Directive (each a "relevant member state"), other than Finland, at persons who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) and pursuant to the relevant implementing rules and regulations adopted by each relevant member state ("Qualified Investors"). Each person in the European Economic Area, other than Finland, who initially acquires securities or to whom any offer of securities may be made will be deemed to have represented, acknowledged and agreed that it is a Qualified Investor.
None of the Company or any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or its subsidiaries, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
This announcement contains certain forward-looking statements. These forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to these uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this announcement. The Company disclaims any obligation to update any forward-looking statements contained in this announcement, except as required pursuant to applicable law.
Kotipizza Group Oyj is planning listing and redeeming its bond http://hugin.info/160462/R/1923087/689612.pdf
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