October 2022

Cary Group Holding AB (publ)’s application for de-listing has been approved

Cary Group Holding AB (publ)’s (“Cary Group” or the “Company”) application for de-listing has now been approved by Nasdaq Stockholm. The last day of trading in Cary Group’s share on Nasdaq Stockholm will be 18 October 2022.

As previously announced, Cary Group has applied for de-listing of the Company’s shares from Nasdaq Stockholm. Nasdaq Stockholm has now approved the application and resolved that the last day of trading will be 18 October 2022.

For more information, please contact:

Helene Gustafsson, Head of IR & Corporate Communication
Tel: +46 708 684 050
Email: helene.gustafsson@carygroup.com

About Cary Group

Cary Group specialises in sustainable solutions for vehicle glass repair and replacement, with a complementary offering in vehicle damage repair. With good accessibility, high-quality products and smart solutions, we help our customers make simplified and sustainable choices. We call it Smarter solutions for sustainable car care. For more information, please visit www.carygroup.com.

The information was submitted for publication, through the agency of the contact person set out above, at 2022-10-04 17.00 CEST.

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September 2022

NOTICE CONVENING THE EXTRAORDINARY GENERAL MEETING OF CARY GROUP HOLDING AB (PUBL)

At the request of the shareholder Teniralc BidCo AB, which after completion of the public cash offer to the shareholders of Cary Group Holding AB (publ), reg.no. 559040–9388 (“Cary Group”) controls approximately 98.8 percent of the share capital and shares in Cary Group, the shareholders of Cary Group are hereby convened to an Extraordinary General Meeting to be held on Friday, October 21, 2022.

The Board of Directors has decided that the Extraordinary General Meeting should be conducted without the physical presence of shareholders, representatives or third parties and that the shareholders before the meeting should be able to exercise their voting rights only by post.

Registration and notification

A person who wishes to participate in the Extraordinary General Meeting by postal voting must:

be listed as a shareholder in the presentation of the share register prepared by Euroclear Sweden AB concerning the circumstances on Thursday, October 13 2022,
give notice of intent to participate no later than on Thursday, October 20, 2022, by casting its postal votes in accordance with the instructions under the heading “Postal voting” below so that the postal voting form is received by Euroclear Sweden AB no later than that day.

In order to be entitled to participate in the meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation in the Extraordinary General Meeting by submitting its postal vote, register its shares in its own name so that the shareholder is listed in the presentation of the share register as of the record date, Thursday, October 13, 2022. Such re-registration may be temporary (so-called voting rights registration), and request for such voting rights registration shall be made to the nominee, in accordance with the nominee’s routines, at such time in advance as decided by the nominee. Voting rights registration that have been made by the nominee no later than Monday, October 17, 2022, will be taken into account in the presentation of the share register.

Postal voting

The Board of Directors has decided that shareholders should be able to exercise their voting rights only by postal voting in accordance with sections 20 and 22 of the Act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. A special form must be used for the postal vote. The form for postal voting is available on Cary Group’s website, https://carygroup.com/corporate-governance/general-meeting/. Completed and signed forms for postal voting can be sent by mail to Cary Group Holding AB, ”Extraordinary General Meeting”, c/o Euroclear Sweden, Box 191, 101 23 Stockholm, Sweden or by e-mail to GeneralMeetingService@euroclear.com. Completed forms must be received by Euroclear no later than Thursday, October 20, 2022. Shareholders who are natural persons may also cast their votes electronically through verification with BankID via the Euroclear Sweden AB’s website https://anmalan.vpc.se/EuroclearProxy. Such electronic votes must be submitted no later than Thursday, October 20, 2022.

The shareholders may not provide special instructions or conditions to the postal vote. If so, the entire postal vote is invalid. Further instructions and conditions can be found in the postal voting form and at https://anmalan.vpc.se/EuroclearProxy.

Powers of attorney

If the shareholder submits its postal vote by proxy, a written and dated Power of Attorney signed by the shareholder must be attached to the postal voting form. Proxy forms are available on Cary Group’s website https://carygroup.com/corporate-governance/general-meeting/. If the shareholder is a legal person, a registration certificate or other authorization document must be attached to the form.

Number of shares and votes

Cary Group has a total of 131,848,996 shares and votes. Cary Group holds no treasury shares.

Proposed agenda

Opening of the Meeting;
Election of Chairman of the Meeting;
Preparation and approval of the voting list;
Approval of the agenda;
Election of one or two persons to verify the minutes;
Determination as to whether the Meeting has been duly convened;
Determination of the number of members and deputy members of the Board of Directors;
Election of the members of the Board of Directors;
Election of the Chairman of the Board of Directors;
Determination of fees to the Board of Directors;
Closing of the Meeting.

Election of Chairman of the Meeting (item 2)

The Board of Director proposes Johan Thiman at White & Case Advokataktiebolag (or in the event he is prevented from participating, the person appointed by the Board of Directors) to be elected as the Chairman of the Extraordinary General Meeting.

Preparation and approval of the voting list (item 3)

The voting list proposed to be approved is the voting list prepared by the company, based on the general meeting shareholders’ register and votes received in advance, and verified by the persons assigned to check the minutes.

Election of one or two persons to verify the minutes (item 5)

The Board of Directors proposes Anna Green Jensen at Advokatfirman Cederquist KB, or if she is prevented from participating, the person appointed by the Board of Directors, to check the minutes. The assignment to check the minutes also include checking the voting list and that the received postal votes are correctly reflected in the minutes of the meeting.

Determination of the number of members and deputy members of the Board of Directors (item 7)
Teniralc proposes that the Board of Directors shall consist of four ordinary members and two deputies.

Election of the members of the Board of Directors (item 8)
Teniralc proposes that Joakim Andreasson (born 1982), Magnus Hammarström (born 1985), Gustaf Martin-Löf (born 1977) and Mattias Fajers (born 1987) shall be elected as ordinary members of the Board of Directors and that Jacob Langhard Lövstedt (born 1989) and Matilda Taiminen (born 1995) shall be elected as deputy members of the Board of Directors until the end of the next Annual General Meeting.

Election of the Chairman of the Board of Directors (item 9)
Teniralc proposes election of Gustaf Martin-Löf as Chairman of the Board of Directors.

Determination of fees to the Board of Directors (item 10)
Teniralc proposes that no remuneration shall be paid to the Board of Directors.

_______________________

Processing of personal data

For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf

________________________

Stockholm in September 2022
Cary Group Holding AB
The Board of Directors

For more information, please contact:
Helene Gustafsson, Head of IR & Corporate Communication
Tel: +46 708 684 050
Email: helene.gustafsson@carygroup.com

The information was submitted for publication, through the agency of the contact persons set out above, at 2022-09-27 13.30 CEST.

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September 2022

Cary Group Holding AB (publ) applies for de-listing

Following that CVC Funds and Nordic Capital, through Teniralc BidCo AB (”Teniralc”), controls more than 90 percent of the shares in Cary Group Holding AB (“Cary Group” or the “Company”) and intends to initiate compulsory redemption of the remaining shares in the Company, the Board of Directors of Cary Group has resolved to apply for de-listing of the Company’s shares from Nasdaq Stockholm.

On 29 June 2022, CVC Funds and Nordic Capital, through Teniralc, announced a public cash offer to the shareholders of Cary Group to tender any and all shares in Cary Group to Teniralc at a price of SEK 65 in cash per share. On 7 September 2022, Teniralc announced an increase of the consideration under its offer from SEK 65 to SEK 70 per share (the “Offer”). On 23 September 2022, Teniralc declared the Offer unconditional and completed the Offer.

In light of the above, and in accordance with Teniralc’s request, the Board of Directors of Cary Group has resolved to apply for de-listing of the Company’s shares from Nasdaq Stockholm. The last day of trading in Cary Group’s shares on Nasdaq Stockholm will be announced as soon as Cary Group has received confirmation thereof from Nasdaq Stockholm.

The Board of Directors of Cary Group will additionally, upon request from Teniralc, through a separate press release, convene an extraordinary general meeting, for among other things, the election of a new Board of Directors.

For more information, please contact:

Juan Vargues, Chairman the Board of Directors and Chairman of the independent bid committee

Helene Gustafsson, Head of IR & Corporate Communication
Tel: +46 708 684 050
Email: helene.gustafsson@carygroup.com

About Cary Group

Cary Group specialises in sustainable solutions for vehicle glass repair and replacement, with a complementary offering in vehicle damage repair. With good accessibility, high-quality products and smart solutions, we help our customers make simplified and sustainable choices. We call it Smarter solutions for sustainable car care. For more information, please visit www.carygroup.com.

The information was submitted for publication, through the agency of the contact persons set out above, at 2022-09-26 18.10 CEST.

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September 2022

Statement by the independent bid committee of Cary Group Holding AB (publ) in relation to the increased public cash offer by Teniralc BidCo AB of SEK 70 per share

The independent bid committee of Cary Group Holding AB (publ) (“Cary Group or the “Company”) unanimously recommends that all shareholders accept the increased offer by Teniralc BidCo AB (“Teniralc”).

This statement is made by the independent bid committee of Cary Group pursuant to Section II.19 of Nasdaq Stockholm’s Takeover Rules (the “Takeover Rules”).

Background

On 29 June 2022, CVC Funds and Nordic Capital, through Teniralc, announced a public cash offer to the shareholders of Cary Group to tender any and all shares in Cary Group to Teniralc at a price of SEK 65 in cash per share (the “Initial Offer”). Following announcement of the Initial Offer, Teniralc announced on 7 September 2022 an increase of the consideration under its offer (the “Increased Offer” and together with the Initial Offer the “Offer”) from SEK 65 to SEK 70 per share (the “Increased Offer Price”). The Increased Offer Price represents a premium of approximately:

72 percent compared to the closing price of SEK 40.6 for the Cary Group share on 28 June 2022 (which was the last trading day prior to the announcement of the Initial Offer);
55 percent compared to the volume-weighted average trading price of SEK 45.2 for the Cary Group share during the last 10 trading days prior to the announcement of the Initial Offer; and
32 percent compared to the volume-weighted average trading price of SEK 52.9 for the Cary Group share during the last 30 trading days prior to the announcement of the Initial Offer.

Teniralc has stated that the price in the Increased Offer will not be further increased by Teniralc. By this statement, Teniralc cannot, in accordance with the Takeover Rules, increase the price in the Increased Offer any further.

In connection with the announcement of the Increased Offer, Teniralc extended the acceptance period up to and including 22 September 2022.

The Increased Offer is conditional upon, inter alia, the Increased Offer being accepted to such extent that Teniralc becomes the owner of shares representing more than 90 percent of the total number of outstanding shares in Cary Group. On 9 August 2022, Teniralc announced that they had received all necessary regulatory, governmental or similar clearances, approvals, decisions and other actions from authorities or similar, including from competition authorities, and that this condition for Teniralc’s completion of the Offer thereby had been satisfied.

The Board of Directors of Cary Group has, within the Board, appointed an independent bid committee, which represents the Company in connection with the Offer. The independent bid committee consists of Juan Vargues (Chairman), Magdalena Persson and Ragnhild Wiborg. The board member Joakim Andreasson, is Managing Director in Nordic Capital Advisors. In accordance with the Takeover Rules, Joakim Andreasson has therefore not participated in, and will not participate in, Cary Group’s Board of Directors’ handling of or decisions regarding the Offer.

The independent bid committee has appointed Jefferies GmbH (“Jefferies”) as financial adviser and White & Case as legal adviser. The advisers have assisted the independent bid committee in its assessment of the Offer.

Further, the independent bid committee has obtained an independent fairness opinion from Handelsbanken Capital Markets (“Handelsbanken”) in relation to the Initial Offer, according to which the Initial Offer, in Handelsbanken’s opinion, is fair to Cary Group’s shareholders from a financial point of view (subject to the assumptions and considerations set out in the fairness opinion).

The independent bid committee’s assessment of the Increased Offer

As announced on 8 August 2022 in relation to the Initial Offer, the independent bid committee recommended shareholders with a long-term investment horizon and/or higher level of risk tolerance to not accept the Initial Offer because the independent bid committee believed that the Initial Offer did not reflect the long-term fundamental value of the Company. At the same time, the independent bid committee recognized that the Initial Offer was not unreasonable from a short-term financial perspective and recommended shareholders with a short-term investment horizon and/or lower level of risk tolerance to accept the Initial Offer.

In the statement in relation to the Initial Offer, the independent bid committee specifically underscored that Cary Group currently operates in an uncertain economic environment and that prevailing global market conditions and the economic situation with inflation, rising interest rates and price-surges on energy and fuel could negatively affect Cary Group’s growth and profitability. Recent developments have further reinforced the independent bid committee’s view in this respect.

The independent bid committee notes that the Increased Offer Price of SEK 70 per share represents an increase of approximately 8 percent compared to the Initial Offer of SEK 65 per share. As communicated on 8 August 2022, Handelsbanken considered the Initial Offer of SEK 65 per share to be fair from a financial point a view. The Increased Offer Price represents a 72 percent premium to the closing price for the Cary Group share prior to the Initial Offer being announced, which in the independent bid committee’s view is a substantial premium also when comparing to historical bid premiums in other public offers. Further, the independent bid committee notes that the Increased Offer Price is equal to the price per share set in connection with the IPO and listing of the Company’s shares on Nasdaq Stockholm in September 2021.

Recommendation

Taking into consideration (i) the significant premium reflected in the Increased Offer and (ii) the prevailing uncertain global markets conditions and the associated risks, the independent bid committee is of the view that the Increased Offer reflects the fundamental value of Cary Group. As a result, the independent bid committee unanimously recommends that all shareholders accept the Increased Offer.

Effects on Cary Group and its employees

For information about the independent bid committee’s opinion on the effects of the implementation of the Increased Offer may have on Cary Group, especially employment, and its view on CVC Funds’ and Nordic Capital’s strategic plans for the Company and the effects these may be expected to have on employment and the places where Cary Group conducts its operations, please refer to the independent bid committee’s statement of 8 August 2022, which is available on Cary Group’s website, https://carygroup.com/investors/information-teniralcs-cash-offer/.

This statement shall in all respects be governed by and construed in accordance with substantive Swedish law. Disputes arising from this statement shall be settled exclusively by Swedish courts. This statement has been made in a Swedish and English version. In case of any discrepancies between the Swedish and the English text, the Swedish text shall prevail.

Stockholm, 7 September 2022
Cary Group Holding AB (publ)
The independent bid committee

For more information, please contact:

Juan Vargues, Chairman the Board of Directors and Chairman of the independent bid committee

Helene Gustafsson, Head of IR & Corporate Communication
Tel: +46 708 684 050
Email: helene.gustafsson@carygroup.com

About Cary Group

Cary Group specialises in sustainable solutions for vehicle glass repair and replacement, with a complementary offering in vehicle damage repair. With good accessibility, high-quality products and smart solutions, we help our customers make simplified and sustainable choices. We call it Smarter solutions for sustainable car care. For more information, please visit www.carygroup.com.

About Jefferies

Jefferies GmbH (“Jefferies”) is registered in Germany and authorised and regulated by the Bundesanstalt für Finanzdienstleistungsaufsicht. Jefferies is acting as financial adviser to Cary Group and no one else for the purposes of the Offer and will not regard any other person as its client in relation to the Offer and will not be responsible to anyone other than Cary Group for providing the protections afforded to clients of Jefferies or its affiliates, nor for providing advice in relation to the Offer or any other matter or arrangement referred to herein.

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August 2022

Statement by the independent bid committee of Cary Group Holding AB (publ) in relation to the public cash offer by Teniralc BidCo AB

The independent bid committee’s of Cary Group Holding AB (publ) (“Cary Group or the “Company”) recommendation to the shareholders with regards to the Offer (as defined below) is dependent on the time horizon for the investment in Cary Group and how risk tolerating investors in Cary Group are. Because the independent bid committee has a strong belief in Cary Group’s growth prospects, the strength of the Company’s current strategy, and the value of the platform established by Cary Group, the independent bid committee believes that the Offer does not reflect the long-term fundamental value of the Company and therefore recommends that shareholders with a long-term investment horizon and/or higher level of risk tolerance do not accept the Offer. At the same time, the independent bid committee notes that the Offer is not unreasonable from a short-term financial perspective considering the current uncertain economic environment and recommends shareholders with a short-term investment horizon and/or lower level of risk tolerance to accept the Offer.

This statement is made by the independent bid committee of Cary Group pursuant to Section II.19 of Nasdaq Stockholm’s Takeover Rules (the “Takeover Rules”).

Background

On 29 June 2022, CVC Funds and Nordic Capital, through Teniralc BidCo AB (“Teniralc”), announced a public cash offer to the shareholders of Cary Group to tender any and all shares in Cary Group to Teniralc (the “Offer”) at a price of SEK 65 in cash per share (the “Offer Price”). The Offer Price represents a premium of approximately:

60 percent compared to the closing price of SEK 40.6 for the Cary Group share on 28 June 2022 (which was the last trading day prior to the announcement of the Offer);
44 percent compared to the volume-weighted average trading price of SEK 45.2 for the Cary Group share during the last 10 trading days prior to the announcement of the Offer; and
23 percent compared to the volume-weighted average trading price of SEK 52.9 for the Cary Group share during the last 30 trading days prior to the announcement of the Offer.

The acceptance period in the Offer commenced on 7 July 2022 and expires on 22 August 2022.

The completion of the Offer is conditional upon, inter alia, the Offer being accepted to such extent that Teniralc becomes the owner of shares representing more than 90 percent of the total number of outstanding shares in Cary Group and receipt of all necessary regulatory, governmental or similar clearances, approvals, decisions and other actions from authorities or similar, including from competition authorities, in each case on terms which, in Teniralc’s opinion, are acceptable.

The Board of Directors of Cary Group has, within the Board, appointed an independent bid committee, which will represent the Company in connection with the Offer. The independent bid committee consists of Juan Vargues (Chairman), Magdalena Persson and Ragnhild Wiborg. The board member Joakim Andreasson is considered biased, as he is Managing Director in Nordic Capital Advisors. Hence, Joakim Andreasson has not participated in the Board of Directors of Cary Group’s handling of matters relating to the Offer.

The independent bid committee has appointed Jefferies GmbH (“Jefferies”) as financial adviser and White & Case as legal adviser. The advisers have assisted the independent bid committee in its assessment of the Offer.

Further, the independent bid committee has obtained an independent fairness opinion from Handelsbanken Capital Markets (“Handelsbanken”), according to which the Offer Price, in Handelsbanken’s opinion, is fair to Cary Group’s shareholders from a financial point of view. The opinion is attached to this statement and is subject to the assumptions and considerations set out therein. Handelsbanken will receive fixed fees for the assignment regarding the fairness opinion, which is not contingent upon the size or the Offer Price, the acceptance level of the Offer or whether it is completed.

The independent bid committee’s assessment of the Offer

Background

Cary Group is one of the European market leaders in sustainable solutions within repair, replacement and calibration of vehicle glass, with a complementary offering in vehicle damage repair. With good accessibility, high-quality products and smart solutions, Cary Group helps its customers make simplified and sustainable choices. In September 2021, Cary Group carried out an initial public offering and listing of the Company’s shares on Nasdaq Stockholm (the “IPO”) at a price per share of SEK 70, corresponding to a market value for all outstanding shares of approximately SEK 9.2 billion. In connection with the IPO, the Board of Directors adopted the following financial targets:

total revenue growth exceeding 15 percent per annum in the medium-term, of which at least half, shall be organic;
adjusted EBITA margin of 20 percent in the medium-term; and
maximum net indebtedness in relation to adjusted EBITDA of 2.5x[1].

Assessment

The independent bid committee’s opinion is based on an assessment of a number of factors that the independent bid committee has considered relevant to the evaluation of the Offer. These factors include, but are not limited to, Cary Group’s present strategic and financial position as well as the expected future growth and profitability development of the Company in light of current macroeconomic conditions and prospects for the respective markets where the Company operates, and related opportunities and risks. In assessing the Offer, the independent bid committee has analyzed the Offer using methods normally used in evaluating public offers for listed companies, including Cary Group’s valuation relative to comparable listed companies and comparable transactions, premiums in previous public offers, analysts’ and the stock market’s expectations regarding the development of Cary Group, the Company’s share price, as well as the independent bid committee’s view on Cary Group’s ability to deliver value to shareholders in the long-term based on the updated financial plan prepared by management.

The independent bid committee notes that the Offer is conditional upon the Offer being accepted to such extent that Teniralc becomes the owner of shares representing more than 90 percent of the total number of outstanding shares in Cary Group. In connection with its evaluation of the Offer, the independent bid committee has discussed the view on the Company and the Offer with some of the largest shareholders in the Company.

The independent bid committee has also considered it to be in the shareholders’ interest to contact other potential bidders which were believed to have the potential to make a superior offer for the Company. This has been done through contacts to a carefully selected group of potentially interested parties. These contacts have not resulted in any competing offer.

Further, the independent bid committee has considered the fairness opinion from Handelsbanken according to which the Offer Price, in Handelsbanken’s opinion, is fair to Cary Group’s shareholders from a financial point of view (subject to the assumptions and considerations set out in the fairness opinion).

Basis for long-term versus short-term recommendation

The independent bid committee notes that the median value (the “Consensus”) of the sales and earnings forecasts of the six analysts’ teams covering Cary Group (the “Coverage Analysts”) differs significantly from the financial plan prepared by the Company’s management. The financial plan is in line with the Cary Group’s financial targets adopted by the Board of Directors. The independent bid committee further notes that the financial plan prepared by management extends beyond the period on which Consensus is based. The independent bid committee also notes that the target price per share amongst the Coverage Analysts before the announcement of the Offer was a median of SEK 67 and an average of SEK 72.

Since the IPO, the Company has continued to demonstrate its ability to execute on its growth plans through the completion of several important strategic acquisitions, including Charles Pugh Holdings Ltd in the United Kingdom and Zentrale Autoglas GmbH in Germany. The acquisitions made in the past year have, as was anticipated, contributed to the decline of the Company’s consolidated margins as the profitability in acquired businesses typically was lower compared to the Company’s own margin levels. Through continuous implementation of the Company’s ambitious M&A agenda, combined with the successful integration of acquired businesses and related margin improvements over time, the Company is well positioned to achieve its long-term objectives, notwithstanding the current challenging market conditions and prevailing economic uncertainties. During the six months ended 30 June 2022, Cary Group generated a total revenue of SEK 1,805 million, representing a total growth of 74 percent and an organic growth of 6 percent compared to the same period last year.

During the first half of 2022, Cary Group was affected by higher input costs for glass and higher cost for electricity and fuel, and the Company has been, and is currently working on, implementing price increases to compensate for the higher costs. These challenges were not unlike the challenges facing many other businesses, both in Cary Group’s own industry and more broadly in a global economy, which also incurred inflationary pressures and broad-based disruptions to supply chains. Cary Group continues to implement price adjustments and is gearing up its operational excellence initiatives in order to improve profitability in line with its medium-term margin target. During the six months ended 30 June 2022, Cary Group increased its gross margin to 66.1 percent (65.7 percent in the same period last year) and increased adjusted EBITA to SEK 255 million compared to SEK 176 million the same period last year.

The Company’s management and the independent bid committee remains convinced of the Company’s ability to achieve the medium-term financial targets adopted by the Board of Directors last year. Notwithstanding the independent bid committee’s positive view on Cary Group’s ability in the long-term, the shareholders of Cary Group should be alerted to the fact that all assumptions on future growth and profitability are associated with uncertainties regarding a range of factors, which alone or in combination can cause the actual growth or profitability to deviate from the forecasted growth or profitability. Prevailing global market conditions, the economic situation with inflation, rising interest rates and price-surges on energy and fuel, availability of financing, legislation, political decisions, supply chain disruptions, as well as increased competition are examples of factors that could negatively affect Cary Group’s growth and profitability and, therefore, impact the Company’s ability to deliver value to the shareholders in line with the financial targets.

Recommendation

Taking into consideration the factors outlined above, the independent bid committee is of the opinion that its recommendation with regards to the Offer should depend on the investment time horizon and risk tolerance of the individual shareholder.

Because the independent bid committee has a strong belief in Cary Group’s growth prospects, the strength of the Company’s current strategy, and the value of the platform established by Cary Group, the independent bid committee believes that the Offer does not reflect the long-term fundamental value of the Company and is therefore recommending that shareholders with a long-term investment horizon and/or higher level of risk tolerance do not accept the Offer.

Because the independent bid committee recognizes (1) that the Company currently operates in an uncertain economic environment and that all operating plans and forecasts are subject to risks and uncertainties; (2) that the Offer represents a significant premium to the trading value of the shares prior to the Offer being announced; and (3) that the Offer is deemed to be fair from a financial perspective by Handelsbanken, the independent bid committee is recommending that shareholders with a short-term investment horizon and/or lower level of risk tolerance accept the Offer.

Effects on Cary Group and its employees

Under the Takeover Rules the Board of Directors is required, on the basis of CVC Funds and Nordic Capital’s statements in the announcement of the Offer, to make public its opinion of the effects the implementation of the Offer may have on Cary Group, especially employment, and its views on CVC Funds and Nordic Capital’s strategic plans for Cary Group and the effect these may be expected to have on employment and the places where Cary Group conducts its operations. CVC Funds and Nordic Capital has in this respect stated that: “CVC Funds and Nordic Capital have great respect for the operating structure of Cary Group, including its strong local brands and operating model. Given the consortium’s current knowledge of Cary Group, and considering the current market conditions, Teniralc does not intend to implement any material changes to Cary Group’s employees and management or to the existing organisation and operations, including the terms of employment and the locations where Cary Group conducts its business.” The independent bid committee assumes that this description is accurate and has in relevant aspects no reason to take a different view.

This statement shall in all respects be governed by and construed in accordance with substantive Swedish law. Disputes arising from this statement shall be settled exclusively by Swedish courts. This statement has been made in a Swedish and English version. In case of any discrepancies between the Swedish and the English text, the Swedish text shall prevail.

Stockholm, 8 August 2022
Cary Group Holding AB (publ)
The independent bid committee

Handelsbanken’s fairness opinion statement to the independent bid committee is enclosed below and attached as a pdf in this press release.

For more information, please contact:

Juan Vargues, Chairman the Board of Directors and Chairman of the independent bid committee

Helene Gustafsson, Head of IR & Corporate Communication
Tel: +46 708 684 050
Email: helene.gustafsson@carygroup.com

About Cary Group

Cary Group specialises in sustainable solutions for vehicle glass repair and replacement, with a complementary offering in vehicle damage repair. With good accessibility, high-quality products and smart solutions, we help our customers make simplified and sustainable choices. We call it Smarter solutions for sustainable car care. For more information, please visit www.carygroup.com.

This information is information that Cary Group Holding 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 persons set out above, at 2022-08-08, 08.30 CEST.

About Jefferies

Jefferies GmbH (“Jefferies”) is registered in Germany and authorised and regulated by the Bundesanstalt für Finanzdienstleistungsaufsicht. Jefferies is acting as financial adviser to Cary Group and no one else for the purposes of the Offer and will not regard any other person as its client in relation to the Offer and will not be responsible to anyone other than Cary Group for providing the protections afforded to clients of Jefferies or its affiliates, nor for providing advice in relation to the Offer or any other matter or arrangement referred to herein.

[1] However, the ratio may temporarily exceed 2.5x in connection with acquisitions.

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August 2022

Rapid sales growth on an expanding market

Second quarter 2022

Net revenue increased by 81% to SEK 1,050 million (575). Organic growth was 5%.
Adjusted EBITA increased to SEK 168 million (103), corresponding to a margin of 16.1% (18.0).
Profit for the period totalled SEK 100 million (26) and earnings per share, basic and diluted, amounted to SEK 0.75 (1.15). Adjusted earnings per share, basic and diluted, totalled SEK 0.76 (1.50).
Cash flow from operating activities increased to SEK 199 million (53).

First half 2022

Net revenue increased by 74% to SEK 1,805 million (1,032). Organic growth was 6%.
Adjusted EBITA increased to SEK 255 million (176), corresponding to a margin of 14.2% (17.1).
Profit for the period increased to SEK 133 million (58) and earnings per share, basic and diluted, amounted to SEK 0.99 (2.48). Adjusted earnings per share, basic and diluted, totalled SEK 1.07 (2.94).
Cash flow from operating activities increased to SEK 276 million (164).

Significant events during the second quarter

On 1 April, the acquisition was completed of GlassCo S.A., owner of “ExpressGlass”, which operates a vehicle glass repair and replacement business in Portugal.
On 4 May, the acquisition was completed of Charles Pugh Holdings Ltd, which operates a vehicle glass repair and replacement business in the UK.
On 29 June, CVC Fonder and Nordic Capital, through Teniralc BidCo AB (“Teniralc”), announced a public cash offer to the shareholders of Cary Group Holding AB (publ) to transfer all of the shares in Cary Group to Teniralc for a cash sum of SEK 65 per share. The independent members of Cary Group’s Board of Directors have been appointed the bid committee, which will publish its opinion on the offer no later than 8 August, i.e. two weeks before the closing date of the acceptance period for the bid. The independent bid committee has appointed financial and legal advisers and will also obtain an independent fairness opinion.

“The second quarter, which is seasonally Cary Group’s strongest, developed very well, with high levels of business activity and good underlying growth. Demand was particularly strong at our newly acquired companies in Spain and Germany, but the Swedish market also experienced very high levels of demand and it is pleasing to see our market position continue to strengthen. Sales during the quarter increased by a total of 81% and amounted to SEK 1,050 million (575). Acquired companies accounted for 74% of the increased sales and organic growth amounted to 5%. Organic sales were affected by there being fewer workdays this year compared with the same period last year and this was particularly noticeable in our UK operations. Adjusted for the number of workdays, organic growth for the quarter was 7%. In an increasingly uncertain world, it is good to see that the underlying market trends remain positive, as evidenced by the continued strong organic growth”

Anders Jensen, CEO Cary Group

Presentation of the report
A conference call for investors, analysts and financial media will be held at 10:00 AM CET. The report will be presented by Anders Jensen, CEO, as well as by Joakim Rasiwala, CFO.

You can follow the conference via https://tv.streamfabriken.com/cary-group-q2-2022.

A recording of the conference call will be available afterwards at www.carygroup.com.
Dial-in details for the conference call:
SE: +46 8 566 427 05
UK: +44 333 300 92 64
US: +1 646 722 49 03

Anders Jensen, CEO, Cary Group

Stockholm, 5 August 2022

This information is such that Cary Group Holding AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation and the Swedish Securities Markets Act. The information was submitted for publication, through the agency of the contact persons indicated above, on 5 August at 08.00 CET.

For more information, please contact:

Helene Gustafsson, Head of IR & Corporate Communication
Tel: +46 708 684 050
E-mail: helene.gustafsson@carygroup.com

About Cary Group
Cary Group provides sustainable damage repair and car care services and has business operations in Sweden, Denmark, Norway, the UK, Spain and Germany. It specialises in the repair and replacement of automotive glass, with a complementary range of services in auto body repair and SMART repair. With good accessibility for customers, high-quality products and smart solutions, we help our customers make simplified and sustainable choices. For more information, please visit www.carygroup.com.

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July 2022

Invitation – presentation of Cary Group’s report of the second quarter 2022

Cary Group will publish its second quarter results on Friday, August 5, 2022 at approximately 08:00 AM CEST. A conference call for investors, analysts and financial media will be held at 10:00 AM CEST.

The report will be presented by Anders Jensen, CEO, as well as by Joakim Rasiwala, CFO.

The telephone conference will be webcasted live at www.carygroup.com where presentation material will be available as soon as the report is released.

Dial-in details for the conference call:

SE: +46 8 566 42 705
UK: +44 333 300 92 64
US: +1 646 722 49 03

For more information, please contact:

Helene Gustafsson, Head of IR & Corporate Communication Cary Group
Tel: +46 70 868 40 50
E-post: Helene.gustafsson@carygroup.com

About Cary Group
Cary Group provides sustainable damage repair and car care services and has business operations in Sweden, Denmark, Norway, the UK, Spain and Portugal. It specialises in the repair and replacement of automotive glass, with a complementary range of services in auto body repair and SMART repair. With good accessibility for customers, high-quality products and smart solutions, we help our customers make simplified and sustainable choices. For more information, please visit www.carygroup.com.

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June 2022

Cary Group Holding AB (publ)’s independent bid committee appoints advisers

Following the public cash offer to the shareholders of Cary Group Holding AB (publ) (“Cary Group”), submitted by CVC Funds and Nordic Capital through Teniralc BidCo AB (the “Offer”) yesterday, 29 June 2022, the independent bid committee has appointed financial and legal advisers.

The bid committee has appointed Jefferies GmbH[1] as financial adviser and White & Case as legal adviser. The advisers will assist the bid committee in its assessment of the Offer.

Further, the bid committee will obtain an independent fairness opinion.

The independent bid committee representing Cary Group in connection with the Offer consists of Cary Group’s Chairman Juan Vargues and Board members Magdalena Persson and Ragnhild Wiborg. The bid committee will, in accordance with the regulations, announce its opinion regarding the Offer no later than two weeks before the closing date for the acceptance period for the bid. The acceptance period for the Offer is expected to start on or about 7 July 2022 and end on 22 August 2022.

For more information, please contact:

Juan Vargues, Chairman of the Board of Directors and Chairman of the independent bid committee

Helene Gustafsson, Head of IR & Corporate Communication
Tel.: +46 708 684 050
Email: helene.gustafsson@carygroup.com

About Cary Group

Cary Group specialises in sustainable solutions for vehicle glass repair and replacement, with a complementary offering in vehicle damage repair. With good accessibility, high-quality products and smart solutions, we help our customers make simplified and sustainable choices. We call it Smarter solutions for sustainable car care. For more information, please visit www.carygroup.com.

The information was submitted for publication, through the agency of the contact persons set out above, at 2022-06-30 3.30 CEST.

[1] Jefferies GmbH is registered in Germany and authorised and regulated by the Bundesanstalt für Finanzdienstleistungsaufsicht. Jefferies is acting as financial adviser to Cary Group for the purposes of the Offer. It is not advising any other person, nor is it responsible for providing protections afforded to clients of Jefferies to any other person.

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June 2022

The Board of Cary Group Holding AB (publ) confirms having received a public cash offer of SEK 65 per share from CVC Funds and Nordic Capital

CVC Funds and Nordic Capital, through Teniralc BidCo AB (“Teniralc”), earlier today announced a public cash offer to the shareholders of Cary Group Holding AB (publ) (the “Company” or “Cary Group”) to tender any and all shares in Cary Group to Teniralc at a price of SEK 65 in cash per share (the “Offer”). The Board of Directors of Cary Group has, following the Offer, appointed an independent bid committee.

Summary of the Offer:

Teniralc offers SEK 65 in cash per share in Cary Group (the “Offer Price”).
The Offer values the total number of shares in Cary Group to approximately SEK 8,570 million. The total value of the Offer, based on the 92,288,403 outstanding shares in Cary Group, which are not directly or indirectly owned by Teniralc, CVC Funds or Nordic Capital or their respective closely related parties, amounts to approximately SEK 5,999 million.
The Offer Price represents a premium of 60 percent compared to the closing price of SEK 40.6 for the Cary Group share on Nasdaq Stockholm on 28 June 2022 (which was the last trading day prior to the announcement of the Offer), 44 percent compared to the volume-weighted average trading price of SEK 45.2 for the Cary Group share on Nasdaq Stockholm during the last 10 trading days prior to the announcement of the Offer and 23 percent compared to the volume-weighted average trading price of SEK 52.9 for the Cary Group share on Nasdaq Stockholm during the last 30 trading days prior to the announcement of the Offer.
For further information about the Offer, please see: www.carcare-offer.com.

The Board of Directors of Cary Group has, within the Board, appointed an independent bid committee, which will represent the Company in connection with the Offer. The independent bid committee consists of Juan Vargues, Magdalena Persson and Ragnhild Wiborg. The board member Joakim Andreasson is considered biased, as he is Managing Director in Nordic Capital Advisors, hence Joakim Andreasson has therefore not participated in, and will not participate in, the Board of Directors of Cary Group’s handling of matters relating to the Offer.

The independent bid committee will, in accordance with the regulations, announce its opinion regarding the Offer no later than two weeks prior to the expiry of the acceptance period.

Cary Group has appointed White & Case as legal advisor in connection with the Offer.

For more information, please contact:

Juan Vargues, Chairman of the Board of Directors and Chairman of the independent bid committee

Helene Gustafsson, Head of IR & Corporate Communication
Tel.: +46 708 684 050
Email: helene.gustafsson@carygroup.com

About Cary Group

Cary Group specialises in sustainable solutions for vehicle glass repair and replacement, with a complementary offering in vehicle damage repair. With good accessibility, high-quality products and smart solutions, we help our customers make simplified and sustainable choices. We call it Smarter solutions for sustainable car care. For more information, please visit www.carygroup.com.

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May 2022

Cary Group’s 2022 Annual General Meeting

Cary Group Holding AB (publ) held its Annual General Meeting today, Tuesday, 17 May. The Annual General Meeting was conducted by means of only advance voting (so-called postal voting) with the support of temporary legal rules.

Approval of the Annual Report, appropriation of profits and discharge of liability of Board members and the CEO

The Annual General Meeting resolved to adopt the income statement and the balance sheet for the group and the parent company. The Annual General Meeting resolved to carry forward the earnings of the year to a new account. The Board members and the CEO were discharged of liability in respect of the financial year 2021.

Fees to the Board of Directors and auditors

The Annual General Meeting resolved that fees would be paid to the Board of Directors in the total amount of SEK 1,500,000, distributed as follows: SEK 600,000 to the Chairman and SEK 300,000 to other Board members. It was further resolved that fees of SEK 125,000 shall be paid to the Chairman of the Audit Committee and SEK 60,000 to the member of the Audit Committee. Further, it was resolved that fees of SEK 75,000 shall be paid to the Chairman of the Remuneration Committee and SEK 50,000 to the member of the Remuneration Committee. It was resolved that fees to auditors be paid in accordance with approved invoices.

Election of Board members and auditors

The Annual General Meeting resolved that the Board of Directors would comprise four members and re-elected Juan Vargues, Joakim Andreasson, Magdalena Persson and Ragnhild Wiborg. Juan Vargues was re-elected as Chairman of the Board of Directors.

Ernst & Young was re-elected as auditor for the period up to the end of the next Annual General Meeting, with Authorised Public Accountant Stefan Andersson Berglund as Auditor-in-Charge until further notice.

Guidelines for remuneration to senior executives

The Annual General Meeting resolved to adopt the guidelines for remuneration and other employment conditions to senior executives. The guidelines’ main stipulation is that remuneration to senior executives corresponds to market levels. According to the guidelines, senior executives receive both a base salary and a long- and short term performance based cash salary. The fundamental principle is that the long- and short term performance based cash salary for the CEO may amount to a maximum of 75 per cent of the annual base salary and to a maximum of 50 per cent of the annual base salary for each other senior executive, respectively.

Authorisation to acquire and sell shares

The Annual General Meeting resolved to authorise the Board of Directors to, on one or several occasions during the period until the 2023 Annual General Meeting, acquire shares in an amount limited so that the total holding of treasury shares does not exceed 10 per cent of all shares in the company. The Annual General Meeting also resolved to authorise the Board of Directors to, on one or several occasions during the period until the 2023 Annual General Meeting, sell treasury shares outside Nasdaq Stockholm.

Authorisation to resolve on new share issue

The Annual General Meeting further resolved, in accordance with the Board of Directors’ proposal, to authorize the Board of Directors to – at one or several occasions and for up until the end of the Annual General Meeting 2023 – resolve on issue of shares up to no more than 20 percent of the registered share capital at the time of the new share issue. The new issue of shares can be made with or without deviation from the shareholders’ preferential rights and with or without provisions for contribution in kind, set-off or other conditions.

For more information, please contact:

Helene Gustafsson, Head of IR & Corporate Communication
Tel.: +46 708 684 050
Email: helene.gustafsson@carygroup.com

About Cary Group

Cary Group provides sustainable damage repair and car care services and has business operations in Sweden, Denmark, Norway, the UK and Spain. It specialises in the repair and replacement of automotive glass, with a complementary range of services in auto body repair and SMART repair. With good accessibility for customers, high-quality products and smart solutions, we help our customers make simplified and sustainable choices. For more information, please visit www.carygroup.com.

The information was submitted for publication, through the agency of the contact person above, on 17 May 2022 at 16.00 CEST.