Company announcement no 23 - 19

10 september 2019

NOT FOR RELEASE OR DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

This announcement does not constitute a prospectus and nothing herein contains an offering of securities. No one should purchase or subscribe for any securities in NeuroSearch A/S (“NeuroSearch”) except on the basis of information in any prospectus published by NeuroSearch in connection with the potential offering and admission of such securities to trading and official listing on Nasdaq Copenhagen A/S (“Nasdaq Copenhagen”). Copies of any such prospectus will, following publication, be available, subject to certain exceptions, through the websites of both Nordic Transport Group A/S and NeuroSearch.


Nordic Transport Group announces intention to launch an indirect public offering through NeuroSearch on Nasdaq Copenhagen

Nordic Transport Group A/S (“NTG Company”), a fast-growing freight forwarding company, today announced its intention to launch an indirect public offering of new and existing shares through NeuroSearch on Nasdaq Copenhagen. The shares of NeuroSearch are listed on Nasdaq Copenhagen.

In connection with the offering, the entire share capital of NTG Company, the parent company in Nordic Transport Group prior to the offering, as well as outstanding shares in certain matured partner-driven subsidiaries of NTG Company (the “NTG Matured PADS”) will be contributed to NeuroSearch against issuance of newly issued shares in NeuroSearch to the shareholders of NTG Company and the shareholders of the NTG Matured PADS (the “Transaction”). As such, NTG Company will be indirectly listed on Nasdaq Copenhagen as part of the Transaction. Upon completion of the Transaction, the business of NTG Company and its subsidiaries (“Nordic Transport Group”) will be carried on by the group with NeuroSearch as the parent company of Nordic Transport Group.

The contemplated offering follows a process where Nordic Transport Group Holding A/S, a related company of NTG Company, through first a voluntary and subsequently a mandatory public offer to the shareholders of NeuroSearch, has acquired 47.55 percent of NeuroSearch. Nordic Transport Group Holding A/S’ intention with the initial offer to the shareholders of NeuroSearch was to combine the two businesses and obtain a stock exchange listing of Nordic Transport Group.

The contemplated offering is expected to consist of a sale of newly issued shares to raise proceeds for pursuing acquisitions to support Nordic Transport Group’s future growth, as well as a sale of existing shares by current shareholders in Nordic Transport Group, which today are primarily owned by the founders and partners, and Nordic Transport Group Holding A/S. The total offer size will be announced in connection with the publication of the prospectus.

Chairman of the Board of Directors of NTG Company, Eivind Kolding, said:
“Nordic Transport Group has since it was founded in 2011 demonstrated a remarkable growth track-record - from 2015 to 2018 revenue increased by 38 percent on average per year - and has now reached a point where a stock exchange listing is the right strategic step to support future growth. The indirect initial public offering of Nordic Transport Group will support our ambitions of becoming a truly global freight forwarding company”.

CEO of the Air & Ocean division of Nordic Transport Group, Mikkel Fruergaard, said:
“In addition to acquisitions and organic growth in our existing subsidiaries, setting up new partner-based starts-ups is a key element in our growth strategy. Our partnership model, with shared ownership by key employees, gives us the benefits of economies of scale while at the same time maintaining an entrepreneurial behaviour and commercial flexibility. The increased public profile that comes with the stock exchange listing will increase our ability to attract the right people and secure talented partner candidates”.


Information on Nordic Transport Group

Nordic Transport Group is a freight forwarding company, specialising in arranging and overseeing the transportation of goods throughout Europe and the rest of the world by truck, ship and aircraft. Nordic Transport Group contracts transportation services on behalf of its customers, thereby subcontracting the execution of the actual transportation to Nordic Transport Group's third-party suppliers. In addition, Nordic Transport Group provides additional related services, e.g. warehousing and customs handling. Nordic Transport Group has a diversified business serving a broad group of customers, with the largest customer accounting for approximately five percent of revenue in 2018.

Nordic Transport Group’s activities are organised in two business divisions: Road & Logistics and Air & Ocean. The Road & Logistics division, providing transportation and warehousing solutions with a geographical focus on Europe, accounted for 81 percent of revenue in 2018. The Air & Ocean division accounted for 19 percent of revenue in 2018, and provides international air and ocean freight services including project transports.

Since Nordic Transport Group’s inception in April 2011, the group has evolved into a Northern European challenger with a global footprint with presence in 30 countries as at 30 June 2019. The majority of its revenue in 2018, 38 percent, was generated in Denmark whereas 17 percent, 13 percent and 11 percent were generated in Sweden, Germany and Finland, respectively. The remaining 20 percent was generated in the rest of the world.

As at 30 June 2019, the operational and commercial activities of Nordic Transport Group are conducted in 62 partner-driven subsidiaries (“PADS”) that represent the group's partnership model. The primary elements of the partnership model include incentivising partners generally through minority co-ownership in the PADS while granting commercial responsibility and flexibility to the partners within a pre-defined framework set out by Nordic Transport Group. As part of the framework, PADS benefit from group insurance agreements, procurement agreements, freight forwarding IT systems, shared financial protocols and coordinated efforts for cross-selling across Nordic Transport Group. This model provides risk diversification between Nordic Transport Group and the partners and enables Nordic Transport Group to attract talent who can operate independently and tailored to the dynamics of the individual markets.

As at 30 June 2019, Nordic Transport Group had approximately 1,340 employees (FTEs) based primarily in Europe.


Key financials

Nordic Transport Group’s revenue totalled DKK 4,512 million in 2018, corresponding to 56 percent growth from 2017, and an organic growth of 15 percent from 2017 to 2018. Nordic Transport Group generated DKK 189 million in adjusted EBIT in 2018, corresponding to 20 percent growth from 2017, and an adjusted EBIT margin of 4.2 percent.

For the six-month period ended 30 June 2019, Nordic Transport Group’s revenue totalled DKK 2,603 million, corresponding to 27 percent growth from the comparable period in 2018. The contribution from organic growth was 8 percent. Adjusted EBIT for the first six months of 2019 amounted to DKK 97 million, corresponding to an adjusted EBIT margin of 3.7 percent.

The table below summarises key financials for Nordic Transport Group for the six-month periods ended 30 June 2019 and 30 June 2018, as well as for the financial years 2016-2018. Figures from 2017 and onwards have been prepared according to IFRS, and 2017 figures, prepared according to Danish GAAP, have therefore been included for comparison purposes. Figures for the six-month period ended 30 June 2019 include the effects of IFRS 16.

 

 
For the period ended 30 June
For the period ended 31 December
Key figures1)
2019 (incl. IFRS 16)
2018
2018
2017
2017 (DK GAAP)
2016 (DK GAAP)
 
(DKK million)
Net revenue
2,603.2
2,054.2
4,512.1
2,896.2
2,896.2
2,134.5
Gross profit
525.3
384.2
876.6
546.0
546.0
402.5
Adjusted EBIT (non-IFRS)2)
97.0
87.3
189.2
157.6
155.2
101.3
Adjusted EBIT margin (non-IFRS)2)
3.7%
4.3%
4.2%
5.4%