Erweiterte Funktionen


PRESS RELEASE: TF Bank AB: Offer period for IPO -2-




07.09.15 10:09
Dow Jones Newswires



PRESS RELEASE: TF Bank AB: Offer period for IPO starts on 07 September 2015




DGAP-News: TF Bank AB / Key word(s): IPO
TF Bank AB: Offer period for IPO starts on 07 September 2015

2015-09-07 / 10:08

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA,
AUSTRALIA, CANADA OR JAPAN.

TF Bank AB: Offer period for IPO starts on 07 September 2015

- Offer of up to 10,400,625 ordinary shares with no nominal value within a price range from EUR 15 to EUR 19

- Gross proceeds of EUR 176.8 million (based on the middle of the price range if all offered shares are placed) expected

- Offer period starts on 07 September 2015 and is expected to end on 16 September 2015; listing on the Frankfurt Stock
Exchange is expected on 18 September 2015

- Existing shareholders will remain the majority shareholders after the IPO, Lock-up for five years

Stockholm/Frankfurt, September 07, 2015 - TF Bank AB (together with its consolidated subsidiaries "TF" or the "Group"),
a pure online and mobile bank based in Sweden, announces details of its planned IPO on the Prime Standard segment of the
regulated market of the Frankfurt Stock Exchange. The Swedish Financial Supervisory Authority has approved a securities
prospectus today and transmitted it together with the certificate of approval to the German Federal Financial
Supervisory Authority.

The offering consists of a public offering to retail and institutional investors in the Federal Republic of Germany as
well as private placements outside Germany and outside the United States of America to selected institutional investors
in reliance on Regulation S under the U.S. Securities Act of 1933, as amended.

Offer period will start on 07 September 2015
The offer period during which investors can submit subscription orders starts on Monday, 07 September 2015, and is
expected to end on Wednesday, 16 September 2015. On the last day of the offer period, purchase offers from retail
investors and institutional investors can be transmitted until 17:00 (CEST). Offers may be submitted within a price
range from EUR 15 to EUR 19 per share. The offer includes up to 10,400,625 ordinary shares with no nominal value,
consisting of up to 3,000,000 newly issued shares of the Company, up to 6,675,000 existing shares offered by the current
shareholders of TF Bank AB and further up to 725,625 existing shares made available via a share loan by the selling
shareholders to cover over-allotments (greenshoe option). Based on a price of EUR 17 per offered share (the middle of
the price range) and assuming that all shares are placed with investors, the gross proceeds for the offering will amount
to EUR 176.8 million. Based on the offering structure, gross proceeds of EUR 51 million and net proceeds of EUR 47.9
million would flow to TF to finance further growth.

The final offer price is expected to be determined on or about 16 September 2015, following the bookbuilding period. The
listing of the shares in the Prime Standard segment of the regulated market of the Frankfurt Stock Exchange is expected
to occur on or about 18 September 2015. ICF BANK AG has been appointed as Sole Global Coordinator, Sole Bookrunner and
Joint Lead Manager. M.M.Warburg & CO (AG & Co.) KGaA is acting as Joint Lead Manager and DZ BANK AG as Co-Lead Manager.

Issue proceeds to finance growth path
TF plans to utilize the net proceeds from the IPO to support the Group's organic growth in the markets where the Group
is already present, fund the further geographic expansion into new markets as part of TF's strategy to become a
pan-European online and mobile bank. In addition, TF plans to utilize the net proceeds to support its product expansion,
such as its credit card offering, leverage the existing partnering relationships and invest in new partnerships as well
as for general corporate purposes.

Declan Mac Guinness, CEO of TF, embraces the planned IPO as a great opportunity for further growth: "With the IPO
proceeds we want to finance further growth. The additional equity puts us into the position to triple the volume of our
current loan portfolio. Given our profitability and encouraging market prospects, we are aiming for strong, continued
growth across Europe. This possibility is driven naturally by the growth of the E-Commerce sector, but even more through
our various partnerships that give us access to new customers. In particular, our joint venture with Intrum Justitia,
Avarda, provides us with strong growth possibilities and the ability to leverage significant cross selling potentials to
newly acquired customers with our existing product portfolio."

Strong commitment from existing shareholders
Mattias Carlsson, chairman of the board of TF, comments on the IPO structure: "The existing shareholders show a strong
commitment and will hold the majority of the shares of the company after the IPO. This is underscored by a lock-up
period of up to 5 years for all major shareholders - an uncommon feature in European IPO markets. At the same time, we
want to ensure an appropriate free float for large institutional shareholders, which we are seeking on our road show. I
believe that now is the right time to realize an IPO to receive the necessary equity capital to finance our growth while
keeping our regulatory capital ratios comfortably above targeted levels."

If all new and existing shares are placed in the offering (including the greenshoe option), the free float will amount
to 42.45% post IPO, while existing shareholders will keep the majority stake in TF Bank AB. The major shareholders, who
currently hold approximately 95% of the issuing company, have agreed to a 60 month lock-up period, which is split into a
hard lock-up for 30% of all outstanding voting rights in the company post IPO and a soft lock-up for another 20% of all
outstanding voting rights in the company.

Successful track record and two profitable business segments
In 2014, TF made a fundamental strategic shift from a purely dividend-focused company to a strong growth-focused
company. TF divides its operations into two distinct segments, Direct Consumer Business and Sales Finance & E-Commerce,
which both utilize the Group's powerful IT system and big data scoring model. Within this strategic shift, TF has sought
to engage in a variety of partnerships that enable TF to increase its end customer base, most notably the Avarda joint
venture in the Sales Finance & E-Commerce segment.
In the last twelve month period ended 30 June 30 2015, TF generated total operating income of EUR 50.6 million and an
operating profit of EUR 14.9 million. Backed by a highly scalable IT-platform, TF employs a lean operational structure
with only 77 employees as of 30 June 2015 (including nine employees at BB Finans which was only acquired in July 2015).
As a result, the Group had a stable adjusted cost/income ratio of 35.3% for the last twelve month period ended 30 June
2015, leading to a net profit margin of 23.4% for this same period (FY 2014: 23.6%). In the last twelve month period
ended 30 June 2015, TF had a CET 1 ratio of 15.5% and a Group-wide return on equity of 35.6%.
Declan Mac Guinness believes in the growth potential of TF, stating: "Due to our strong track record and successful
business model, we have already turned fintech into reality. With the proceeds of the IPO we are planning to expand our
fintech growth strategy and our loan portfolio growth. I am convinced that TF will continue its successful growth path
and can establish itself as a pan-European online and mobile bank."

The approved prospectus is available for download on the Company's website https://www.tfbankgroup.com/ .

About TF Bank AB

TF is an online and mobile bank which offers consumer finance products directly to retail customers and offers
e-commerce solutions to merchants in seven countries in Northern Europe, the Baltics and Central and Eastern Europe. As
at 30 June 2015, the Group had a total of 1.14 million active customers in its two segments and a combined 2.18 million
user profiles for scoring in its database. TF's banking services include unsecured loans, credit cards and savings
accounts for retail customers which are insured by the Swedish deposit protection program. TF uses various distribution
channels to market its products, including through partnerships and physical payment terminals.

Contact

Declan Mac Guinness Ulrich Wiehle

TF Bank cometis AG
Norrlandsgatan 7-9 Unter den Eichen 7 / Gebäude D
111 43 Stockholm, Sweden 65195 Wiesbaden

Tel: +46 33 722 35 65 Tel: +49 611 205 855 11
Mail: declan.macguinness@tfbank.se Mail: wiehle@cometis.de
Web: www.tfbankgroup.com Web: www.cometis.de

Disclaimer

This press release does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for,
securities to any person in the United States, Australia, Canada or Japan or in any jurisdiction in which such offer or
solicitation is unlawful. The securities referred to herein may not be offered or sold in the United States absent
registration under the US Securities Act of 1933, as amended (the "Securities Act"), or an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act. The securities referred to herein may
not be offered or sold in the United States of America, Australia, Canada or Japan or to, or for the account or benefit
of, any national, resident or citizen of the United States of America, Australia, Canada or Japan. The offer and sale of
the securities referred to herein has not been and will not be registered under the Securities Act or under the
applicable securities laws of Australia, Canada or Japan. There will be no public offer of the securities in the United
States.

This press release is directed at and/or for distribution in the United Kingdom only to (i) persons who have
professional experience in matters relating to investments falling within article 19(5) of the Financial Services and


(MORE TO FOLLOW) Dow Jones Newswires




September 07, 2015 04:09 ET (08:09 GMT)




PRESS RELEASE: TF Bank AB: Offer period for IPO -2-




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 are referred to herein as "relevant persons"). This press release is
directed only at relevant persons. Any person who is not a relevant person should not act or rely on this press release
or any of its contents. Any investment or investment activity to which this press release relates is available only to
relevant persons and will be engaged in only with relevant persons.

This information is not a prospectus pursuant to the applicable capital market rules in Sweden or Germany. Any
investment decision must be made solely on the basis of the information contained in the prospectus as approved by the
Swedish Financial Supervisory Authority and duly published. A prospectus pursuant to Swedish securities laws has been
approved by the Swedish Financial Supervisory Authority and duly published and is available electronically at
www.tfbankgroup.com and in printed form at Ryssnäsgatan 2, Borås, alternatively Norrlandsgatan 7-9, Stockholm, Sweden,
during normal business hours and can be obtained there free of charge until and including the date of admission. The
prospectus is the only binding offering document in connection with the offering of the Company's securities. The
information contained herein is not binding.

2015-09-07 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
392801 2015-09-07


(END) Dow Jones Newswires




September 07, 2015 04:09 ET (08:09 GMT)









 
 

Aktien des Tages
  

Jetzt für den kostenfreien Newsletter "Aktien des Tages" anmelden und keinen Artikel unseres exklusiven Labels AC Research mehr verpassen.

Das Abonnement kann jederzeit wieder beendet werden.

RSS Feeds




Bitte warten...