Company announcement 4/2021 NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL This announcement does not constitute an offering circular or any kind of prospectus as defined by Regulation (EU) No. 2017/1129 of 14 June 2017 and nothing herein shall be construed as an offering of securities. No one should purchase or subscribe for any securities in Re-Match Holding A/S (“Re-Match” or the “Company”) except on the basis of information in the prospectus published by the Company in connection with the offering and admission of the securities to trading on Nasdaq First North Premier Growth Market in Copenhagen. Copies of the prospectus (the “Prospectus”) is available at the Company’s registered office and, subject to certain exceptions, through the website of the Company.
Herning, Denmark, 14 December 2021 – With reference to company announcement no. 3/2021 dated 3 December 2021 as published by Re-Match in connection with the initial public offering (the “Offering”) and admission to trading of Re-Match’s shares on Nasdaq First North Premier Growth Market in Copenhagen, Re-Match hereby announces the early close of the Offering.
Re-Match has decided that the Offering to retail and institutional investors will be closed at 23:59 CET on 15 December 2021.
The early close of the Offering is due to an aggregate demand exceeding the maximum number of new shares (including the overallotment option) offered in connection with the Offering.
Laurits Mathias Bach Sørensen, Chairperson of the board of directors of Re-Match, said:
“We are very pleased with and humbled over the support we have seen from a wide range of investors, which now enables us to close the offering earlier than originally planned. We see it as a vote of confidence to the management team and to our business model, where substantial reduction of plastic waste and CO2 pollution and good business goes hand in hand.”
Additional information on the Offering, including the results of the Offering and allocation of offer shares, is expected to be announced on 17 December 2021. The first day of trading of the shares in Re-Match is expected to commence on 23 December 2021 under the symbol “RMATCH”.
Payment for and settlement of the Offer Shares is expected to take place on 21 December 2021 against payment in immediately available funds.
For more info please contact:
Investors: Nikolaj Magne Larsen, CEO, +45 7734 6734, or ABG Sundal Collier Denmark, filial af ABG Sundal Collier ASA, Norge, +45 3546 3000, re- firstname.lastname@example.org
Media: Martin Plambek, CMO, +45 5211 1125, email@example.com
Re-Match in brief
Re-Match is an artificial turf recycler headquartered in Herning, Denmark, where the Company also operates its factory. The Company’s patented recycling process enables artificial turfs to be disposed in a sustainable way. Re-Match sources worn-out artificial turfs, for which the Company is paid a gate fee. The Company then processes the turfs through its mechanical recycling process and subsequently sells the clean recycled output materials back to turf producers, installers as well as other industries – ready to be used in new production cycles.
Artificial turf is becoming increasingly popular as an alternative to natural grass as it facilitates doing sports anywhere, including in areas with adverse weather conditions and water shortage, while also accommodating more intensive use. The global installed base of artificial turf is estimated by AMI Consulting to ~370,000 full size soccer pitch equivalents by 2023. However, with a lifetime of around 8-12 years, disposal and replacement of turfs have become an imminent issue as traditional disposal methods mainly comprise landfill and incineration, which both have severe negative impact on the environment. As an alternative, Re-Match offers a long-term sustainable disposal solution reducing CO2 pollution and recycling plastic by which Re-Match is tapping into the global underlying mega trends such as the push for a greener agenda, circularity and the search for sustainable solutions to mitigate an appertaining waste problem.
Re-Match constitutes what it believes is the only artificial turf recycler with a third-party verification that handles the entire worn-out turf in a fully mechanical thermal process without the use of water or chemicals. In the process, the turf is downsized, dried, separated and cleaned resulting in four clean main output components without the creation of additional waste products. The recycled granulated grass fibres are used within a host of other industries and recycled by either compounding or pelletizing ready to be used in production of new plastic products, while the infill (sand and rubber) is reused in new turfs or in other applications such as sand blasting and in the production of rubber wheels and rubber mats.
Re-Match’s mechanical process is granted the Environmental Technology Verification (“ETV”) by the EU evidencing the Company’s status as an eco-efficient technology. In addition to the ETV, Re-Match is accredited the ISO 9001, certifying the Company’s quality and process governance which together with the ETV verification cement the Company’s commitment to increase the standard and transparency in the artificial turf disposal and recycling industry. As of 30 September 2021, Re-Match’s core artificial turf separation process and infill separation process were patent protected in a total of 42 and 33 different countries, respectively, where the patents are in force until 2033 and until 2034 outside EU and US.
As of 30 September 2021, the Company’s factory in Herning, which became operational in 2016, has recycled 662 artificial turf pitches corresponding to ~116,000 tons of waste which is equivalent to saving ~520 million plastic bags and had 38 full-time employees.
Re-Match’s ambition is to accommodate the increasing demand for sustainable artificial turf disposal and provide artificial turf owners and installers with a better, cheaper and simpler end of life solution for their worn-out turf. The Company’s near-term factory roll-out plan comprising one factory in Tiel in the Netherlands, which currently is under construction, two in the United States, one in France and one in the UK – the latter two as joint ventures with local partners. The second factory in the US has been postponed such that it is expected to have its first full operational year in 2026.
The new factories are designed based on key learnings from the factory in Herning. A fully operational factory is expected to generate annual adjusted revenues (non-IFRS) in the range of EUR 10-13 million and deliver adjusted EBITDA (non-IFRS) in the range of EUR 3-5 million subject to uncertainty and depending on location. The new optimised factory blueprint has an annual capacity of 250 pitches and a payback period of ~3-5.5 years as well as a fully replicable ERP system.
Re-Match is currently owned by Nordic Alpha Partners Fund I K/S, the two co-founders, members of the management team, the Board of Directors and several other minority shareholders.
This announcement does not constitute a prospectus as defined by Regulation (EU) No. 2017/1129 of 14 June 2017 and nothing herein contains an offering of securities. No one should purchase or subscribe for any securities in the Company, except on the basis of information in the prospectus published by the Company in connection with the offering and admission of such securities to trading on Nasdaq First North Premier Growth Market in Copenhagen. Copies of the prospectus is available at the Company’s registered office and, subject to certain exceptions, on the website of the Company.
This announcement and the information contained herein are not an offer to sell or a solicitation of any offer to buy any securities issued by the Company in the United States or any other jurisdiction where such offer or sale would be unlawful and this announcement and the information contained herein are not for distribution or release, directly or indirectly, in such jurisdictions. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. 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 U.S. Securities Act. There is no intention to register any securities referred to herein in the United States or to make any offering of the securities in the United States.
In any member state of the European Economic Area (an “EEA Member State”), other than Denmark, this announcement is only addressed to and is only directed at, investors in that EEA Member State who fulfil the criteria for exemption from the obligation to publish a prospectus, including qualified investors, within the meaning of Article 2(e) of the Prospectus Regulation (EU) No. 2017/1129.
This announcement is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to “qualified investors” (as defined in the UK Prospectus Regulation) who are (a) investment professionals falling within Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (b) high net worth entities falling within Article 49(2)(a) – (d) of the Order (the persons described in (i) and (ii) above together being referred to as “relevant persons”). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents. The “UK Prospectus Regulation” means Regulation (EU) 2017/1129 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018.
ABG Sundal Collier Denmark, Filial af ABG Sundal Collier ASA, Norge (the “Sole Global Coordinator and Bookrunner”) and its respective affiliates are acting exclusively for the Company and no one else in connection with the Offering and will not regard any other person as its respective clients in relation to the Offering and will not be responsible to anyone other than the Company 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.
In connection with the Offering, the Sole Global Coordinator and Bookrunner and any of its affiliates, acting as investors for their own accounts, may subscribe for or purchase shares and in that capacity may retain, purchase, sell offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related instruments in connection with the Offering or otherwise. Accordingly, references in the Prospectus to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Sole Global Coordinator and Bookrunner and any of its affiliates acting as investors for their own accounts. The Sole Global Coordinator and Bookrunner does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
In connection with the Offering, ABG Sundal Collier Denmark, filial af ABG Sundal Collier ASA, Norge (the “Stabilizing Manager”) (or persons acting on behalf of the Stabilizing Manager) may over-allot securities or effect transactions with a view to supporting the market price of the securities at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilizing Manager (or persons acting on behalf of the Stabilizing Manager) will undertake stabilization. Any stabilization action may begin on or after the date of commencement of trading of the securities on Nasdaq First North Premier Growth Market and, if begun, may be ended at any time, but it must end no later than 30 days after the date of commencement of trading of the securities.
Information for distributors
Solely 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) 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 offered in the Offering (the “Offered Shares”) have been subject to a product approval process, which has determined that the Offered Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note that the price of the Offered Shares may decline and investors could lose all or part of their investment; the Offered Shares offer no guaranteed income and no capital protection; and an investment in the Offered 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 for any particular client 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 Offered Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Offered Shares and determining appropriate distribution channels.
Forward looking statements
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and that can be identified by words such as “believe”, “expect”, “anticipate”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and similar expressions, as well as other statements regarding future events or prospects. Specifically, this announcement includes information with respect to projections, estimates and targets that also constitute forward-looking statements. The forward-looking statements in this announcement are based upon various assumptions, many of which in turn are based upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations, projections, estimates and targets expressed or implied in this announcement by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.