PRESS RELEASE NORDIC LIGHTS GROUP LTD 14 JUNE 2022 8:30 EEST

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, HONG KONG, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

 

Nordic Lights Group Ltd (“Nordic Lights” or the “Company”) is planning an initial public offering (the “Offering”) and a listing of its shares on the Nasdaq First North Growth Market Finland maintained by Nasdaq Helsinki Ltd (the “First North Listing”). Nordic Lights is a global premium provider of high-quality lighting solutions for heavy-duty equipment.

The objective of the contemplated Offering and the First North Listing is to support the execution of Nordic Lights’ growth strategy and strengthen Nordic Lights’ recognition among various stakeholders. The First North Listing would also allow the Company to obtain access to capital markets and broaden its ownership base both with domestic and foreign investors, which would increase the liquidity of the Company’s shares. The First North Listing and increased liquidity would also enable the use of the shares more effectively as a means of consideration in potential acquisitions and in incentive programs for personnel.

The Offering is expected to consist of both a new share issue (the “Share Issue”) by the Company and a share sale (the “Share Sale”) by certain existing shareholders of the Company. The objective of the Share Issue is to raise gross proceeds of approximately EUR 15 million (before transaction fees and expenses). The Company expects to use the net proceeds from the Share Issue to provide Nordic Lights with strong financial flexibility, including the partial repayment of non-current debt, to strengthen its operations and to support the execution of the Company’s growth strategy, including potential M&A transactions.

Certain cornerstone investors (together, the “Cornerstone Investors”) have each separately undertaken to subscribe for shares in a contemplated Offering subject to certain provisions and conditions, including that the valuation of all outstanding shares (before any proceeds from the ShareIssue) is EUR 90 million. Undertakings of the Cornerstone Investors amount in total to EUR 15 million.

Thomas Sandvall, Chairman of the Board of Directors, comments:

“Nordic Lights has achieved the position of a trusted premium supplier among world-renowned manufacturers of heavy-duty equipment, and the company has a wide customer base in Europe, Asia and North and South America. In recent years, Nordic Lights has grown profitably and significantly faster than the market - by an average of 18% per year over the past five years, and in 2021 the net sales grew by 52%. The company is one of the pioneers in the field of lighting innovation and continues to have the ability to pursue double-digit organic growth and high profitability. The planned initial public offering and expansion of the ownership base would provide excellent support to Nordic Lights in implementing its growth strategy.”                

Tom Nordström, CEO of Nordic Lights, comments:

“Through our existing projects, our visibility for the near future is good and we believe that the market will continue to support our growth. In general, the number of machines on the market is expected to increase, and as safety requirements become more stringent, the number of lights in individual machines will also increase. Last year, we hired almost 100 new employees, most of them in Finland, to meet the rapidly growing demand. Our growth journey and long-term vision require additional investments in sales and marketing, product development and increased production capacity. At the same time, we are also preparing for acquisitions.”

Nordic Lights in brief

Nordic Lights is a globally operating premium provider of lighting solutions, manufacturing lights, headlights and indicator lights for the world’s best-known manufacturers of heavy-duty equipment, such as Caterpillar, Hitachi, John Deere, Komatsu, Liebherr, Ponsse and Sandvik. In addition, Nordic Lights has several mid-sized and small original equipment manufacturers (OEM) as well as distributors as its customers. In 2021, Nordic Lights served in total 475 customers.

Nordic Lights’ lighting solutions are used in heavy-duty equipment mainly in five end-user segments: mining, construction, forestry, agriculture and material handling. The Company has an established position in both the OEM and aftermarket channels. Nordic Lights’ products are mainly based on energy efficient LED technology.

Nordic Lights is headquartered in Pietarsaari, Finland, where one of the Company’s four sales offices, production facility and R&D function are located. With its second production facility in Suzhou, China, and with sales offices located in Germany, China and the United States, as well as sales representatives in Brazil and Vietnam, Nordic Lights enjoys a truly global presence.

Nordic Lights is one of the innovation pioneers in the heavy-duty lighting industry and has strong research and development and testing capabilities to meet customers’ high requirements. Nordic Lights has in-house R&D expertise in all principal areas of operations encompassing project management, advisory, design, testing, volume production and regulatory compliance.

Nordic Lights believes that the following factors are its key strengths and represent competitive advantages:

• MARKET POSITION: Strong and resilient market position as a focused global supplier in selected niches of mission-critical lighting solutions for heavy-duty equipment.
• LARGE CUSTOMER BASE: Recurring and diversified OEM flow business and considerable aftermarket opportunity.
• GLOBAL OPERATIONS: Capability to serve customers worldwide.
• STRONG BRAND: Position as a premium supplier and long-term partner.
• TECHNOLOGY: Strong expertise to develop products and technology together with customers to meet the industry's high-quality standards.
• KEY FIGURES: Strong demonstrated track record of double-digit organic growth and high margins.
• GROWTH OUTLOOK: Several attractive growth opportunities in current core business, new markets and aftermarket as well as demonstrated ability to gain new business.

Nordic Lights’ strategic objectives

Nordic Lights strives to be the leading premium supplier of high-quality work, driving and signal lights for heavy-duty equipment to OEMs and the aftermarket.

Nordic Lights has an ambitious growth strategy within its current core market. The strategy is based on nurturing the Company’s position as a premium player in the heavy-duty equipment lighting market by growing its core business both by expanding the share of wallet within current OEM customers and targeting new landmark OEM customers. Furthermore, Nordic Lights intends to strengthen the position of driving lights and signal lights in the product portfolio and establish a stronger position in the aftermarket. In addition to targeted growth within its current core markets, Nordic Lights sees potential for organic growth in adjacent markets as well as mergers and acquisitions as an additional avenue for further accelerating its growth.

Nordic Lights’ financial targets and dividend policy

The following mid- and long-term financial targets and dividend policy have been set by the Board of Directors of the Company:

• Growth: Annual organic net sales growth of over 10 percent on average. Growth can be further accelerated via selected mergers and acquisitions, in line with Nordic Lights’ strategy.
• Profitability: Adjusted EBITA margin above 18 percent.
• Leverage: Net debt in relation to adjusted EBITDA below 2.0x. Target may temporarily be exceeded, for example in conjunction with acquisitions.
• Dividend policy: The Company aims to distribute an annual dividend with a payout ratio of 30 to 40 percent of net profit adjusted for amortization of goodwill.

Nordic Lights expects its net sales to grow organically between 15 and 25 percent in 2022 as compared to 2021.

Nordic Lights’ financial performance measures

Nordic Lights has a robust historical track record of significantly faster than market organic double-digit growth, and high margins. For the financial year ended 31 December 2021, Nordic Lights’ net sales were EUR 66.3 million, operating profit was EUR 5.3 million and adjusted EBITA was EUR 8.9 million. The significant increase of 51.9 percent in net sales in 2021 as compared to 2020 was mainly due to significant increase in sales volumes. Nordic Lights increased its share of wallet and obtained new customers, and in addition the underlying markets developed positively. Nordic Lights had significant new business, the production of which was ramping up during the year. In 2021, net sales increased in all end-industries but in particular in construction and agriculture. Net sales grew also in all geographical areas.

In the first quarter of 2022, Nordic Lights’ net sales grew by 60.0 percent as compared to the first quarter of 2021, and net sales have grown at a CAGR of 18.2 percent between 2016 and 2021. In the first quarter of 2022, the operating profit margin was 11.2 percent and the adjusted EBITA margin was 15.3 percent, whereas in 2019–2021 the adjusted EBITA margin was 13.9 percent on average.

The following table sets forth Nordic Lights’ key figures:

	As at and for the three months ended 31 March		As at and for the year ended 31 December
	2022	2021	2021	2020	2019
(EUR thousand)	(unaudited)		(unaudited, unless otherwise indicated)
Income statement and profitability
Net sales	22,195	13,872	66,337(1	43,665(1	44,578(1
Change in net sales (%)(2	60.0	-	51.9	-2.0	3.4
Gross margin(2	6,958	5,040	21,374	16,834	16,240
Gross margin, % of net sales (%)(2	31.3	36.3	32.2	38.6	36.4
EBITDA(2	3,804	2,750	9,996	8,562	6,837
EBITDA margin (%)(2	17.1	19.8	15.1	19.6	15.3
Adjusted EBITDA(2, (3	3,919	2,753	10,555	8,562	6,837
Adjusted EBITDA margin (%)(2, (3	17.7	19.8	15.9	19.6	15.3
EBITA(2	3,289	2,400	8,378	6,959	5,452
EBITA margin (%)(2	14.8	17.3	12.6	15.9	12.2
Adjusted EBITA(2, (3	3,404	2,403	8,937	6,959	5,452
Adjusted EBITA margin (%)(2, (3	15.3	17.3	13.5	15.9	12.2
Operating profit	2,481	1,639	5,320(1	3,909(1	2,401(1
Operating profit margin (%)(2	11.2	11.8	8.0	9.0	5.4
Adjusted operating profit(2, (3	2,596	1,642	5,878	3,909	2,401
Adjusted operating profit margin (%)(2, (3	11.7	11.8	8.9	9.0	5.4
Return on capital employed (ROCE) (%)(2	14.2	-	12.4	8.6	4.9
Adjusted return on capital employed (ROCE) (%)	46.3	-	44.2	35.8	25.9
Research and development expenses(2	672	557	2,332	2,149	2,064
Research and development expenses, % of net sales (%)(2	3.0	4.0	3.5	4.9	4.6
Purchase of tangible and intangible assets	722	611	3,645(1	1,639(1	3,665(1
Purchase of tangible and intangible assets, % of net sales (%)(2	3.3	4.4	5.5	3.8	8.2
Balance sheet and solvency
Capital employed(2	44,414	44,418	44,581	43,411	47,373
Adjusted capital employed(2, (3	22,060	20,839	21,419	19,006	19,917
Net interest bearing debt(2	24,861	27,459	26,589	27,115	30,869
Net interest bearing debt/Adjusted EBITDA (ratio) (2	2.1	-	2.5	3.2	4.5
Equity ratio (%)(2	29.8	25.1	28.2	25.1	26.4
Net gearing (%)(2	127	162	148	166	187
Personnel
Personnel, average	293	203	237	185	194
Personnel, at the end of the period	301	208	275	190	181
1)Audited. 2) Alternative performance measures. The Company presents alternative performance measures as additional information to financial measures presented in the consolidated statement of comprehensive income, consolidated balance sheet and consolidated statement of cash flows prepared in accordance with the Finnish accounting standards (FAS). In the Company’s view, the alternative performance measures provide the management and investors, securities analysts and other parties with significant additional information related to the Company’s results of operations, financial condition or cash flows. 3) Adjustments are material items affecting comparability, including costs relating to the demerger and costs relating to the listing project. Figures for the financial years 2021, 2020 and 2019 as well as for the first quarter of 2021 are based on the carve-out figures of the Company, as the Company was created through the demerger in September 2021.

Information on the Offering

The contemplated Offering is expected to consist of both a share issue by the Company and a share sale by certain shareholders in the Company, including the largest shareholder Sponsor Fund IV Ky. The Company, the selling shareholders, the Company’s Board of Directors, and Nordic Lights’ management as well as the employees participating in the contemplated personnel offering are expected to commit to customary lock-up arrangements. The largest shareholders Sponsor Fund IV Ky, Elo Mutual Pension Insurance Company and Purmo Autic Oy Ab will remain as significant shareholders after the Offering.

The Cornerstone Investors (Swedbank Robur Fonder, Ilmarinen Mutual Pension Insurance Company, Thomasset Oy, S-Pankki Fenno Osake and Oy Julius Tallberg Ab) have each separately undertaken to subscribe for shares in a contemplated Offering subject to certain provisions and conditions, including that the valuation of all outstanding shares (before any proceeds from the Share Issue) is EUR 90 million. Undertakings of the Cornerstone Investors amount in total to EUR 15 million.

The members of the Board of Directors are Thomas Sandvall, Göran Carlson, Sami Heikkilä, Jyrki Perttunen, Risto Siivonen and Caj-Anders Skog. In connection with the Offering, the Board of Directors is planned to be supplemented with a new member.

Advisers

Skandinaviska Enskilda Banken AB (publ) Helsinki Branch (“SEB” or the “Global Coordinator”) is acting as sole global coordinator and joint bookrunner for the Offering. Carnegie Investment Bank AB, Finland Branch is acting as joint bookrunner for the Offering (together with the Global Coordinator, the “Managers”). Roschier, Attorneys Ltd. is acting as legal adviser to Nordic Lights in connection with the Offering. White & Case LLP is acting as legal adviser to the Managers in connection with the Offering. Miltton is acting as communication adviser to Nordic Lights. Oaklins Merasco Ltd is acting as Company’s certified adviser referred to in the Nasdaq First North Growth Market Rulebook.

Press conference in Finnish

Nordic Lights will host a press conference today, 14 June 2022 at 10:00 Finnish time at https://nordiclights.videosync.fi/pressitilaisuus. The event is held in Finnish.

Further enquiries

Information about the planned listing is available at https://investors.nordiclights.com/en.

Tom Nordström, CEO, Nordic Lights Group Ltd

Tel. +358 400 909005

tom.nordstrom@nordiclights.com

Thomas Sandvall, Chairman of the Board of Nordic Lights Group Ltd

Tel. +358 443 377 664

thomas.sandvall@sponsor.fi

About Sponsor Capital

Sponsor Capital is a Finnish private equity firm founded in 1997 that invests in small- and medium-sized companies. Sponsor Capital invests in companies that operate in Finland or have already expanded abroad. Since inception, nearly EUR 800 million has been invested in Sponsor Capital’s funds. Currently, Sponsor Capital actively manages private equity funds totaling EUR 402 million. Sponsor Capital has invested in 37 Finnish companies since 1997. Sponsor Capital operates responsibly and long term as well as in a strongly profit-oriented mode believing in management’s entrepreneurial spirit.

Important information

This announcement is not being made in and copies of it may not be distributed or sent into the United States, Australia, Canada, Japan, Hong Kong, New Zealand, Singapore, South Africa or any other jurisdiction in which the distribution or release would be unlawful.

The issue, exercise or sale of securities in the offering are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company assumes no responsibility in the event there is a violation by any person of such restrictions.

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. 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.

This announcement and the information contained herein are not for distribution in or into the United States. This announcement does not constitute 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.

In any Member State of the European Economic Area (the “EEA”) other than Finland, this announcement is only addressed to and is only directed at qualified investors within the meaning of article 2(e) of Regulation (EU) 2017/1129, as amended (the “Prospectus Regulation”).

This communication does not constitute an offer of 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 referred to herein. This information is only being distributed to and is only directed at persons who are outside the United Kingdom, or are “qualified investors” within the meaning of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 and are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as “Relevant Persons”). Any investment activity to which this document relates will be only available to, and will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The information in this announcement is subject to change.

Any potential offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is not a prospectus as set out in the Prospectus Regulation. Investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus.

This announcement is for information purposes only and under no circumstances shall constitute an offer or invitation, or form the basis for a decision, to invest in any securities of the Company. The Managers are acting exclusively for the Company and the selling shareholders and no one else in connection with the Offering. They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than the Company and the selling shareholders for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

The contents of this announcement have been prepared by, and are the sole responsibility of, the Company. None of the Managers or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, 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.

Forward-looking statements

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”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this announcement are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this announcement by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. Undue reliance should not be placed on the forward-looking statements in this announcement. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.

Information to Distributors

For the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) Chapter 4 of the Finnish Financial Supervisory Authority’s regulations and guidelines 7/2018 on the organization and code of conduct of investment services, as well as other local implementing measures, (together the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares have been subject to a product approval process, where the target market for shares in the Company are: (i) retail investors and (ii) investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II (the “target market”). Notwithstanding the assessment of the target market, distributors should note that: the price of the shares may decline and investors could lose all or part of their investment; the shares offer no guaranteed income and no capital protection; and an investment in the shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The target market assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering. For the avoidance of doubt, the target market assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in the Company. Each distributor is responsible for undertaking its own target market assessment in respect of the shares in the Company and determining appropriate distribution channels.