TF Bank intends to be listed on Nasdaq Stockholm

TF Bank AB (publ) (”TF Bank” or ”the Company”) today announces its intention to launch an initial public offering and list its shares on Nasdaq Stockholm (“the IPO” or “the Offering”). TF Bank is an online consumer finance bank offering consumer banking services through a highly automated, in house developed, IT platform. The Company’s IT platform is designed for scalability and adaptability to different products, jurisdictions, currencies and digital banking solutions. TF Bank conducts banking operations with deposits and lending to retail customers in Sweden and Finland, and lending to retail customers in Norway, Poland, Denmark, Estonia and Latvia.

TF Bank’s Board of Directors and the selling shareholders (TFB Holding AB, Förvaltningsaktiebolaget Segersta, Gurrfinans AB, Aktiebolaget Add Value, Mattias Carlsson, KAAX Investment AB, Tiberon AB, AB Monarda, Pehr Petersson, TPS Investment AB, Merizole Holding Ltd and Johannes Rintaniemi) believe that now is an appropriate time to strengthen TF Bank’s profile by listing the Company’s shares on Nasdaq Stockholm. The Board of Directors and Management believe that a listing of the Company’s shares will further increase awareness of the operations of TF Bank, strengthen TF Bank’s profile towards investors, customers and business partners, as well as strengthen the ability to attract and retain qualified employees and key individuals. The IPO is expected to broaden the shareholder base and provide TF Bank the opportunity to use the Swedish and international capital markets in order to diversify its source of funding. For the reasons mentioned above, the Board of Directors has applied for a listing of the Company’s shares on Nasdaq Stockholm.

Nasdaq Stockholm has approved TF Bank’s application to submit the Company’s shares to trading, subject to customary conditions. Depending on market conditions, the IPO is expected to occur in June 2016.

Declan Mac Guinness, CEO of TF Bank, comments:

”TF Bank has shown strong and profitable growth since its establishment. We have expanded our geographical presence, customer base and product offering considerably in recent years; simultaneously we have invested heavily in the organization, both in terms of employees and IT system. TF Bank has proved that the Company has a competitive offering in a growing market with strong underlying drivers. We aim to continue to grow in existing markets as well as to evaluate new markets as we will continue to grow with maintained cost control. We are looking forward to continue TF Bank’s exciting journey with the listing to strengthen the awareness of TF Bank among customers, business partners and investors. ”

Mattias Carlsson, Chairman of the Board of TF Bank, comments:

”We are proud of TF Bank and the business that has been established over the last 30 years. TF Bank’s proven ability to find the right customers and to expand geographically supported by an efficient and flexible IT platform, while maintaining the credit quality, as well as its experienced and competent management team make us confident that TF Bank is well positioned for continued growth and to deliver dividends to the shareholders. A listing of the Company’s shares is a logical step in TF Bank’s development and will contribute to strengthen the Company’s profile and support its future expansion.”

Paul Källenius, representative for the largest shareholder TFB Holding AB and its owners, comments:

”TFB Holding AB has since the acquisition of TF Bank in 2007 been an active owner of the Company. We believe that TF Bank has a competitive platform, organization and market position in place to capture the attractive growth opportunities in existing and potentially additional markets over the coming years. With this background, TFB Holding AB intends to remain a long term and large owner of TF Bank. This is also reflected in the undertaking from the main owners to maintain at least 30 percent in collective ownership at least until 2020.”

TF Bank in brief

TF Bank is an online consumer finance bank offering consumer banking services through a highly automated, in house developed, IT platform. The Company’s IT platform is designed for scalability and adaptability to different products, jurisdictions, currencies and digital banking solutions. TF Bank conducts banking operations with deposits and lending to retail customers in Sweden and Finland, lending to retail customers in Norway, Poland, Denmark, Estonia and Latvia.

During the last 20 years TF Bank has expanded geographically from its headquarters in Borås, and now also operates with local offices in Norway, Finland, Estonia and Poland. Since its incorporation, TF Bank has had a strong track-record of profitable growth.

The Group operates through two complementary business segments which both utilise the Group’s IT platform and credit scoring models and also have strong cross-selling opportunities:

• Direct to Consumer: In the Direct to Consumer segment, TF Bank offers unsecured financing to credit worthy consumers up to SEK 45,000–300,000, depending on geography, with duration of up to one to ten years. The loans are in general used for short term financing needs.
• Sales Finance: In the Sales Finance segment, TF Bank offers online payment solutions, invoice and instalment payments, for merchants (e-commerce and retail). In this segment, TF Bank runs a joint venture, Avarda, with Intrum Justitia. Avarda has its own sales organisation and will focus its efforts on the Nordic markets.

Key strengths

• Fast-growing Northern European niche bank.
• Proven ability to expand offering to new geographies – from the Swedish base to a broad North European footprint.
• Focused operations targeting clear market niches.
• Operates through two complementary segments with strong cross-selling opportunities, made possible by a scalable and flexible IT-platform.
• Risk conscious organization managing high-quality asset base with a robust capital position.
• Attractive financial profile with a track-record of delivering high returns.

Strategy in brief

• Strong growth from existing products and markets.
• Leverage cross-selling opportunities between business segments.
• Continue geographic expansion.
• Ramp-up of recent strategic partnerships, acquisitions and continue to explore new similar opportunities. 

Financial targets

The Company’s Board of Directors has adopted the following medium term financial targets:

• Growth: Over the medium term, the Company aims to achieve an EPS growth of at least 20 percent.
• Efficiency: Over the medium term, the Company aims to achieve a cost to income ratio of below 35 percent.
• Capital structure: The Company aims to maintain a total capital ratio of at least 14.5 percent.
• Dividend policy: The Board of Directors has adopted a dividend policy according to which the Company aims at a pay-out ratio of approximately 50 percent of its annual consolidated net profit. If TF Bank, as a result of its profits and dividend policy, generates a substantial surplus, it is TF Bank’s intention to use such surplus either to finance a higher organic growth rate and/or future acquisitions, or to pay out the surplus to its shareholders as dividend. Decisions relating to dividend proposals take into account the Company’s future revenue, financial condition, capital requirements, TF Bank’s capital targets and general economic and operational circumstances. TF Bank is subject to capital adequacy and liquidity requirements under regulations applicable to financial institutions before potential dividends could be proposed and thus there can be no assurances that in any given year a dividend will be proposed or declared.

Financial summary

Details of the Offering

• The Offering will consist of a sale of existing shares, of which the majority will come from the largest shareholder, TFB Holding AB. No new shares are issued in connection with the Offering.
• The shares will be offered to qualified institutional investors in Sweden and internationally, as well as to the general public in Sweden.
• TF Bank’s principal owner is TFB Holding AB, who at the time of the Offering, will have a combined shareholding of approximately 79 percent of the Company.
• Full details of the Offering will be included in the prospectus, expected to be published in due course.

Carnegie Investment Bank is acting as Global Coordinator and Joint Bookrunner, ABG Sundal Collier is acting as Joint Bookrunner.

For more information, please contact:

Declan Mac Guinness, CEO, +46 707 22 82 97, declan.macguinness@tfbank.se
Mikael Meomuttel, CFO, +46 706 26 95 33, mikael.meomuttel@tfbank.se
Sture Stölen, Investor Relations, +46 723 68 65 07, ir@tfbank.se

IMPORTANT INFORMATION

This announcement is not and does not form a part of any offer for sale of securities.

Copies of this announcement are not being made and may not be distributed or sent into the United States, Australia, Canada, Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures.

In any member state within the European Economic Area (“EEA”), other than Sweden, that has implemented Directive 2003/71/EC as amended (together with any applicable implementing measures in any member State, the “Prospectus Directive”), this communication is only addressed to and is only directed to investors in that EEA member state who fulfill the criteria for exemption from the obligation to publish a prospectus, including qualified investors, within the meaning of the Prospectus Directive as implemented in each such EEA member state.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States.

The securities referred to herein have also not been and will also not be registered under the applicable securities laws of Canada, Japan or Australia and, subject to certain exemptions, may not be offered or sold in or into or for the account or benefit of any person having a registered address in, or located or resident in, Canada, Japan or Australia. There will be no public offering of the securities described herein in Canada, Japan or Australia.

This announcement and any other materials in relation to the securities described herein are only directed to (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, and other persons to whom it may be lawfully communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as “relevant persons”). The securities described herein are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire the securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on information contained herein.

Any offering to acquire or subscribe for the securities referred to in this communication will be made by means of a prospectus that will be provided by the Company and that will contain detailed information about the Company and management, as well as financial statements. This communication is an advertisement and not a prospectus for the purposes of the Prospectus Directive. Investors should not acquire any securities referred to in this communication except on the basis of information contained in a prospectus.

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,” “intends,” “estimate,” “will,” “may,” “continue,” “should” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions, such as no changes in existing political, legal, fiscal, market or economic conditions or in applicable legislation, regulations or rules (including, but not limited to, accounting policies, accounting treatments and tax policies), which, individually or in the aggregate, would be material to the results of operations of TF Bank or its ability to operate its banking businesses and that TF Bank does not become a party to any legal or administrative processes that may have a material effect on TF Bank. Although TF Bank 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 expressed or implied in this release by such forward-looking statements. In addition, the information, opinions, targets and forward-looking statements contained in this announcement are not guarantees of future financial performance and the actual results of TF Bank could differ materially from those expressed or implied by these forward-looking statements. Accordingly, TF Bank urges readers not to place undue reliance on any of the statements set forth above.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.

[1] Operating profit for the period excluding items affecting comparability, adjusted for income tax and non-controlling interest. Items affecting comparability during 2015 is attributable to transaction costs attributable to the cancelled initial public offering in Frankfurt and amounted to 18,232 SEK thousand. The profit has suffered further during the first quarter 2016 due to costs related to future potential fund raisings, which are presented as items affecting comparability and amounts to 6,102 SEK thousand.
[2] The result of the period excluding non-controlling interests and items affecting comparability divided with average equity. Rolling 12 months.
[3] Net profit for the period excluding non-controlling interests divided by average number of outstanding shares. The number of shares increased from 50,000 to 21,500,000 through a share split and bonus issue on 4 June 2015. Earnings per share has been calculated using the new number of shares.