Catella strengthens UK presence

Catella strengthens UK presence by signing a conditioned share purchase agreement to acquire majority stake in APAM Ltd
Catella AB has, through Catella Property Fund Management AB (“CPFM”), signed a share purchase agreement to acquire a majority stake in the leading UK real estate investment and asset management company, APAM Ltd. Closing of the transaction requires regulatory approval and other conditions to be fulfilled.
APAM Ltd (“APAM”) has experienced fast growth over recent years and had revenues of approximately GBP 7 million during the calendar year 2017. CPFM has agreed to acquire 75% of the shares in APAM for a price corresponding to GBP 18 million, on a debt and cash free basis. A non-refundable down payment of the purchase price of GBP 2.7 million was made at signing, while the remaining amount is to be paid in cash upon completion. Catella is not obligated to complete the transaction according to the agreement but it is expected to complete during second half of 2018, subject to necessary regulatory approval having been obtained from the financial supervisory authority in Luxembourg, Commission de Surveillance du Secteur Financier (CSSF).
As a leading company within the strategically important UK market, APAM constitutes a key piece in Catella’s ambition to build the pan-European platform Catella has built the last years within our Property Investment Management business area, which has been our focus for the last four years”, says Knut Pedersen, CEO of Catella AB.
APAM is an independent real estate investment and asset manager operating exclusively in the UK market with a combination of skills to offer clients an ‘end to end’ approach to support their investment strategy. APAM has assets under management (“AUM”) of GBP 1.4 billion and 41 employees.
Simon Cooke and William Powell, founders and executive directors of APAM, will remain shareholders in APAM, each with 12.5% of the share capital and voting power after the transaction. APAM will continue to be independently run by its current management team and to pursue its successful growth strategy within UK. Co-operation between Catella and APAM will start immediately. Management from both companies see significant opportunities to strengthen their offering to international investors by leveraging the combined pan-European reach the two companies can provide. With APAM, Catella will reach SEK 200bn in AUM (GBP 18bn).
Catella Property Investment Management has continuously strengthened its competitive position over the last years and has experienced an annual cumulated growth rate (CAGR) in AUM of 23% and a CAGR of 43% the last three years. This transaction further strengthens our position.” says Timo Nurminen, Head of Property Investment Management at Catella.
We are impressed by the strong risk adjusted return APAM generates for its clients and are delighted to expand our offering for our clients in UK. Catella’s clients, in particular our Asian office’s, will be able to expand their pan-European allocation with a significant share allocated to the UK”, says Timo Nurminen.
Simon Cooke, founding shareholder and executive director, said: “This transaction brings together two great names in property investment management and Catella’s strategic investment provides us with an even stronger platform for growth. Will and I will continue to lead and drive the APAM business – it will be very much ‘business as usual’. We have enjoyed building APAM over the last eight years and look forward to working with Catella to leverage the new opportunities that this partnership brings.”
William Powell, founding shareholder and executive director, added: “Joining forces with Catella, marks the start of an exciting new chapter in APAM’s development, providing our clients with access to best-in-class advisers across 14 countries and an even more extensive range of services. By combining our strengths, this strategic partnership delivers significant potential to grow our business and our international client base, as well as opportunities for our team.”
In connection with the deal, CPFM and the two minority owners in APAM have entered into a call and put option agreement under which CPFM is being granted a call option to acquire the shares of the minority owners and the minority owners are being granted a put option to sell their shares to CPFM during the autumn 2023 at a price to be calculated through a pre-set formula depending on future profit development.

For more information, please contact:
Knut Pedersen
CEO
+46 8-463 33 10
knut.pedersen@catella.se
Timo Nurminen
Head of Property Investment Management
+358 50 337 3320
timo.nurminen@catella.se

The information in this press release is such information that Catella AB (publ) is required to disclose pursuant to the Market Abuse Regulation (596/2014). The information was provided for publication under the auspices of the above contacts on 10 March at 2.30 am CET.
About Catella: Catella is a leading specialist in property investments, fund management and banking, with operations in 12 European countries. The group has sales of approximately SEK 2 billion and manages assets of approximately SEK 150 billion. Catella is listed on Nasdaq Stockholm in the Mid Cap segment. Read more at catella.com.

Catella publishes preliminary figures for 2017

Catella publishes preliminary figures for 2017 and conducts a strategic review of card acquiring, resulting in reduced income in 2018
Following a strategic review of the card acquiring business that will result in reduced income in 2018, Catella has chosen to publish preliminary figures. Catella’s total income for the full-year 2017 amounts to SEK 2,477m (2,027), operating profit before impairment of intangible assets to SEK 414m (258) and profit for the period to SEK 284m (207*), of which attributable to shareholders of the parent company SEK 192m (122*). Finalised figures will be published in full on Friday, 23 February 2018 in Catella’s year-end report.
Catella has decided to conduct a strategic review of its card acquiring business. As a consequence, the client portfolio will be reduced and strategic options will be evaluated in relation to the remaining client portfolio. Income within the card acquiring business is expected to decrease by approximately SEK 70m annually from end of the first quarter of 2018. As a consequence of the strategic review, impairment of intangible assets and goodwill will take place totalling SEK 53m per 31 December 2017 in the Banking business area.
The total impairment of intangible assets amounts to SEK 53m per 31 December 2017, of which a goodwill impairment of SEK 20m is attributable to the anticipated reduction in income within the card acquiring business. Other impairment is a consequence of the strategic review and relates to other intangible assets of SEK 33m, expenses that are largely capitalised in 2017 and are attributable to IT systems and product development.
“The decrease in income within the card acquiring business should be considered in relation to Catella’s total income for full year 2017 of SEK 2,477m and an operating profit of SEK 414m before impairment of the intangible assets. This is the best operating profit that Catella has generated and we strongly believe that the initiatives taken within the Catella group will lead to continued growth going forward,” says Knut Pedersen, Catella’s CEO.
* Excluding the sale of shares in Visa Europe that took place in the second quarter of 2016 and gave a non-recurring effect for full-year 2016 of SEK 224m before tax reported in net financial income and SEK 150m after tax.

For more information, please contact:
Knut Pedersen
CEO and President
+46 8 463 33 10
knut.pedersen@catella.se

This information is information that Catella AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 7:00 p.m. CET on 21 February 2018.

Catella is a leading specialist in property investments, fund management and banking, with operations in 14 European countries. The group manages assets of approximately SEK 170 billion. Catella is listed on Nasdaq Stockholm in the Mid Cap segment. Read more at catella.com.

Share acquisition in IPM completed

Catella announced on 27 November 2017 that the company had entered into an agreement with a number of existing shareholders in IPM Informed Portfolio Management B.V. (“IPM B.V.”) to secure continued control of its subsidiary IPM Informed Portfolio Management AB (“IPM AB”). The acquisition was conditional upon certain terms that have now been met, and the transaction has been completed.
Catella’s acquisition of shares in IPM B.V. was conditional in part upon approval by the financial supervisory authority in Luxembourg, Commission de Surveillance du Secteur Financier (CSSF), and the general meeting of shareholders in Catella AB. These conditions have now been met. Catella has therefore, through the bid described in greater detail in the press release of 27 November 2017, acquired approximately 13 percent of the shares in IPM B.V. The deal is based on an enterprise value for IPM AB of approximately SEK 2 billion and the acquisition price amounted to SEK 198.5 million. An earnout will be payable equivalent to 50 percent of the acquired shares’ proportion of IPM AB’s net profit after tax for 2017. Catella’s direct and indirect ownership of IPM AB following the transaction amounts to 60.6 percent.

For more information, please contact:
Knut Pedersen
CEO and President
+46 8 463 33 10
knut.pedersen@catella.se
Erik Kjellgren
Head of Equity, Hedge and Fixed Income Funds
+46 8-614 25 12, +46 70-314 40 35
erik.kjellgren@catella.se

About Catella: Catella is a leading specialist in property investments, fund management and banking, with operations in 14 European countries. The group has assets under management of approximately SEK 170 billion. Catella is listed on Nasdaq Stockholm in the Mid Cap segment. Read more online at catella.com.

Catella acquires shares from holders including Catella Group executives to secure continued control over IPM

In order to secure continued control over IPM Informed Portfolio Management AB (“IPM AB”), Catella has agreed with a number of shareholders in the parent company, IPM Informed Portfolio Management B.V. (“IPM B.V.”), to acquire shares in IPM B.V. The consideration paid will depend upon certain conditions and is expected to amount to SEK 160–212 million. The conditions of the agreement include approval by the general meeting of shareholders in Catella AB (publ), as well as regulatory approval.

IPM AB has been consolidated in the Catella Group since 2014 through direct and indirect ownership (via IPM B.V.) of 50.7 percent of equity combined with a shareholder agreement with a number of significant minority shareholders. In order to secure control after the shareholder agreement expires, Catella has agreed with a number of existing shareholders, who are in senior management positions with IPM AB and thus also executives within the Catella Group (“the Executives”), to acquire shares in IPM B.V. to secure continued control over IPM AB. The acquisition is structured as a bid to certain shareholders in IPM B.V. and the Executives have committed to selling shares to Catella to such an extent that Catella will obtain a controlling position in IPM B.V. through the bid (“the Guarantee”). Catella will acquire between 10.0 percent and 13.3 percent of the shares in IPM B.V. through the bid, and the deal is based on an enterprise value for IPM AB of approximately SEK 2 billion. After the transaction, Catella will own, directly and indirectly, between 58.3 and 60.7 percent of equity in IPM AB. The consideration paid will depend on factors including IPM AB’s financial performance for 2017 and the level of support for the bid, and is expected to amount to SEK 160–212 million.

Under the agreement with the Executives, Catella has, in exchange for the Guarantee, given the Executives the option to sell their remaining holdings in IPM to Catella on certain conditions in five years (“the Option”). The Executives also wish to remain significant shareholders in IPM after the bid and Catella has therefore extended an offer to repurchase shares in the subsidiary IPM AB if the Executives are required to fulfil their guarantee commitment (“the Repurchase”).

The bid, the Option and the Repurchase are conditional, in part upon approval by the general meeting of shareholders in Catella AB (publ). The bid and the Option involve the acquisition of shares from senior management of IPM AB. IPM is a subsidiary of Catella and, according to generally accepted practices in the Swedish stock market, the acquisition thus requires approval by a simple majority of the general meeting of shareholders in Catella AB (publ). The Repurchase requires the support of at least nine-tenths of the votes cast and the shares represented at the general meeting according to the “Leo rules”. Shareholders in Catella representing a total of 49.8 percent of the shares and 49.1 percent of voting power in Catella have committed to voting in favour of the bid, the Option and the Repurchase. Under the agreement with the Executives, the bid and the Option will be executed even if the Repurchase is not approved. The Board of Directors of Catella will convene an extraordinary general meeting during the first quarter of 2018 to consider the resolutions necessary to execute the transaction.

In addition, the transaction is conditional upon approval by the financial supervisory authority in Luxembourg, Commission de Surveillance du Secteur Financier (CSSF). As soon as all conditions are met, Catella will own the shares in IPM B.V. Until then, Catella will have the right to vote for more than 50 percent of the shares in IPM B.V. by proxy issued by the Executives.

During Catella’s tenure as its largest shareholder, IPM AB has operated its business independently under its own brand and has successfully expanded the business and attracted substantial international capital while building a robust administration and control organisation in order to meet comprehensive regulatory requirements. Going forward, Catella intends to actively facilitate sustained strong development in the same spirit, and to leverage its ownership to promote financial and operational stability and continuity in the business.

About IPM AB
IPM AB is a systematic investment manager known mainly for its very successful and award-winning macro hedge strategy. The strategy has, along with systematic equity management, attracted more than SEK 70 billion in assets under management from institutional clients in the United States, Europe and Asia.

IPM AB was founded in 1998 with the purpose of delivering robust investment strategies with a systematic investment process to institutional investors. Today, IPM is primarily recognised for its systematic macro strategy, as well as its systematic equity strategy, which is built on similar investment principles.

IPM AB’s investment strategies are based on economic theory and rely on the belief that market prices fluctuate around the true fundamental value of financial assets. IPM AB designs methods to model these movements in order to generate high risk-adjusted return, with low correlation to other asset classes. The investment process is entirely systematic and well-diversified in terms of strategies, asset classes and individual instruments. Effective risk management is utterly central to modelling and management alike.

For more information, please contact:
Knut Pedersen
CEO and President
+46 8 463 33 10
knut.pedersen@catella.se
Erik Kjellgren
Head of Equity, Hedge and Fixed Income Funds
+46 70 31 44 035
erik.kjellgren@catella.se

This information is information that Catella AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 09:00 CET on 27 November 2017.

About Catella: Catella is a leading specialist in property investments and advisory, fund management and banking, with operations in 13 European countries. The group has sales of approximately EUR 200 million and manages assets of approximately EUR 17 billion. Catella is listed on Nasdaq Stockholm in the Mid Cap segment. Read more at catella.com

Catella AB’s comments on Nasdaq Stockholm’s trading halt for the company’s class A-shares

Nasdaq Stockholm has decided to halt trading in Catella AB’s class A-shares until further notice. In consequence, Catella hereby confirms that the company has no unpublished information that could explain the recent price increase in the company’s class A-share.

For further information please contact: Press contact:
Knut Pedersen Johan Hähnel
President and CEO Head of Branding and Positioning
+46 8 463 33 10 +46 70 605 63 34
knut.pedersen@catella.se
johan.hahnel@catella.se

Catella is a leading specialist in property investments, fund management and banking, with operations in 13 European countries. The group has sales of approximately SEK 2 billion and manages assets of approximately SEK 150 billion. Catella is listed on Nasdaq Stockholm in the Mid Cap segment.

Read more at catella.com.