The Board of Directors of Securitas AB ("Securitas") has on August 30, 2006, decided to propose to the shareholders that the shares in Securitas Direct ("Direct") and Securitas Systems ("Systems") are distributed to Securitas' shareholders and listed on the O-list of the Stockholm Stock Exchange ("the distribution"). An Extraordinary General Meeting to take the decision about the distribution will be held on September 25, 2006 and the first day of trading is expected to be September 29, 2006. The convening notice to the Extraordinary General Meeting is enclosed to this press release, and will also be published in Svenska Dagbladet, Post och Inrikes Tidningar and in the Financial Times.
Securitas has, as announced on February 9, 2006, worked on preparing Direct and Systems for the listings as independent companies on the O-list of the Stockholm Stock Exchange, in order to enhance transparency, specialization and shareholder value. The background to the distribution is, among other things, that the security market is becoming more and more complex and that the customers demand more and more specialized and customized security solutions. As independent companies, Direct and Systems can follow individual and focused growth strategies to meet their respective customers' needs. Moreover, both Direct and Systems have reached such a size, market position, organizational maturity and degree of specialization in respect of the offering to the customers that they are ready to continue to develop as independent companies.
Both Direct and Systems are now judged, according to plan, to be ready for separation from Securitas AB. According to a notice from the Stockholm Stock Exchange's Company Committee on August 29, the companies also satisfy the requirements for a listing on the O-list of the Stockholm Stock Exchange. In these circumstances, the Board of Directors of Securitas AB on August 30, 2006, took the formal decision to propose to the shareholders of Securitas, at the Extraordinary General Meeting, to be held on September 25, 2006, to decide to distribute the shares in Direct and Systems to the shareholders in Securitas. One A-share in Securitas should entitle to one A-share in each of the distributed companies, and one B-share should entitle to one B-share in each of the distributed companies. The Board's complete proposal for the distribution will be made available from September 11, 2006. The prospectuses for the companies will be distributed around September 8, 2006. The listing on the O-list of the Stockholm Stock Exchange of the shares in Direct and Systems is expected to take place on September 29, 2006.
As stated in the quarterly report for the second quarter 2006, published on August 10, the preparations for a listing of Loomis Cash Handling Services AB are proceeding. The division is planned to be listed on the Stockholm Stock Exchange during 2007, according to a separate time plan, which will be announced later in 2006.
For further information please contact:
Thomas Berglund, President and CEO +44 20 8432 6551
Håkan Winberg, Executive Vice President and CFO +44 20 8432 6554
Henrik Brehmer, Investor Relations +44 20 8432 6523
The press release is also available at www.securitasgroup.com
Time plan
September 8 Prospectuses for Direct and Systems made available and sent to Securitas' shareholders
September 25 Extraordinary General Meeting and last day for trading in the Securitas share with a right to participate in the distribution, that is, a right to receive shares in Direct and Systems
September 26 First day of trading in the Securitas share without a right to participate in the distribution
September 28 Reconciliation day at the Swedish Central Securities Depository ("VPC") for a right to claim dividend
September 29 First day of trading for Direct's and System's shares at the O-list of the Stockholm Stock Exchange
November 16 The quarterly reports for the third quarter 2006 are published, for Securitas AB, Securitas Direct and Securitas Systems as separate listed companies.
Overview Securitas Direct and Securitas Systems
Securitas Direct - Protects people through high security for homes and small companies
Securitas Direct is a service company providing high quality security solutions to homes and small businesses, based on a standardized range of alarm products. The offering includes installation and service, monitoring and patrolling. The alarm product includes secure transmission and advanced verification of alarms, and is designed for ease of use. Added value is created in the form of a user-friendly service with a high level of security at a reasonable price. The Direct business is organized in the two business units Consumer (homes) and Professional (small businesses). Direct is operating in the Nordics, Central Europe and Iberia.
During 2005, Direct had sales of MSEK 2.700 with an organic sales growth of 23 percent and an operating result of MSEK 258, corresponding to an operating margin of 9.5 percent.
President and CEO is Dick Seger and Chief Financial Officer is Lars Andersson. The Board members are Thomas Berglund (Chairman), Gustaf Douglas, Anna Lindström (Management consultant Righthand AB), Ulf Mattson (President Capio AB and Chief Executive Officer of the Capio Group), Dick Seger and Ulrik Svensson (Managing Director Melker Schörling AB). Employee representatives are to be elected. For more information about Direct, please refer to the prospectus for the distribution and the listing of shares in Direct, to be published on September 8.
Securitas Systems - Systems integration for demanding customers
Securitas Systems designs and installs complete and tailor made security solutions for large and medium sized companies, based on products within video surveillance, access control, burglary intrusion and fire alarm systems. Approximately 60 percent of the sales come from new installations and 40 percent from services such as maintenance, monitoring, response and customer service functions. Systems has operations in 13 European countries and in the USA, Australia and Hong Kong. Significant customer segments include bank and finance and retail.
During 2005, Systems had sales of MSEK 5.800 with an organic sales growth of 6 percent and an operating result of MSEK 669, corresponding to an operating margin of 11.5 percent.
President and CEO is Juan Vallejo and Chief Financial Officer is Peter Ragnarsson. The Board members are Melker Schörling (Chairman), Carl Douglas, Tomas Franzén (Chief Executive Officer and President Eniro Group), Eva Lindquist (Senior Vice President Mobile Business within Marketing, Services and Products, Telia Sonera AB) and Juan Vallejo. Employee representatives are to be elected. For more information about Systems, please refer to the prospectus for the distribution and the listing of shares in Systems, to be published on September 8.
Trademark agreement
Securitas Systems and Securitas Direct have an agreement regulated right to use the Securitas brand. The companies are paying an annual license fee corresponding to 0.2 percent of sales. If a license fee would have been paid during 2005 and the first half of 2006, the following would have been applied: Securitas Systems MSEK 11.3 for 2005 and MSEK 6.0 for 2006 6M. Securitas Direct MSEK 5.4 for 2005 and MSEK 3.0 for 2006 6M.
Securitas AB
After the distribution of Securitas Direct and Securitas Systems, Securitas will continue to focus on the ability to deliver complete security solutions based on guarding and technology. With leading positions in Europe and North America as a base, Securitas will extend this ability to new and fast growing markets in South America and Asia.
Organization for specialization and growth
Securitas is organized to meet the demands from different customers, in the USA as well as in Europe, and to expand to new markets where Securitas does not operate today.
Management consists of Thomas Berglund (President and Chief Execuitve Officer), Håkan Winberg (Chief Financial Officer), Santiago Galaz, Brad van Hazel, Bill Barthelemey, Tore K Nilsen and Morten Rönning.
In the USA, the business is divided into Permanent guarding and Global Customers. Included in Permanent guarding are the 10 guarding regions and the three specialized entities for Automotive, Energy and Government. Further, the Consulting and Investigation business and the operations in Canada and Mexico are included in the U.S. operations. In Europe, the business is divided into four specialized vertical units - Permanent guarding and Transport aviation security for large customers and Mobile services and Alarm monitoring for small customers. In total, Securitas has 850 and 650 branch offices, in the USA and Europe respectively. In the unit New Markets, the focus will be on finding new interesting markets with the emphasis on South America and Asia.
Strategy and the way forward
The new customer oriented organisation admits greater focus on separate customer segments, for which
refinement of the services and development of adapted concepts can be driven, meeting more specific and more demanding customer needs. The ambition is to offer a higher degree of complete security solutions with both physical security and technology solutions. Through cooperation between the European and the U.S. organizations, concepts and quality of the service offering are being developed, at the same time as the ability to deliver a professional service to global customers is increased. In the USA, the focus will increasingly be on being able to offer the larger customers complete security solutions. In Europe, the segmentation of the large customer segment continues, as well as the development of complete security solutions with different partners, where Securitas Systems is one of the more significant. Within Mobile Services in Europe, focus will be on increasing the organic sales growth through a more structured sales process. In the long term, Mobile Services will be introduced in the USA.
Over an economical cycle, the organic sales growth is expected to be between 4-6 percent, that is, in line with, or somewhat higher than the underlying market growth, with a continuous improvement of the operating margin. Selective acquisitions will be made to improve growth and the profitability development. The free cash flow is expected to amount to approximately 80 percent of adjusted income, and the return on capital employed is expected to amount to at least 20 percent in the existing business and reach this level within three years for acquired entities. Securitas AB will aim for a capital structure with a net debt ratio of approximately 1:1 and a free cash flow to net debt ratio of approximately 0.2.
Board of Directors in Securitas AB
Melker Schörling (Chairman), Gustaf Douglas (Deputy Chairman), Thomas Berglund, Annika Falkengren, Sofia Schörling Högberg, Stuart E. Graham, Carl Douglas, Berthold Lindqvist, Fredrik Palmstierna, Marie Ehrling.
Loomis Cash Handling Services AB
Loomis Cash Handling Services AB offers secure and efficient solutions for cash distribution, processing and recycling for financial institutions, retailers and other commercial enterprises, through a network of 440 branch offices in 10 European countries and in the USA.
The division will be listed during 2007 according to a separate time plan to be announced later in 2006. Loomis Cash Handling Services AB will, until the listing, continue the operations and the listing preparations as an independent division under Securitas AB.
Board of Directors and management
In preparing for the listing of Loomis Cash Handling Services AB, a separate Board of Directors will be put in place. The Board members will be Thomas Berglund (Chairman), Håkan Winberg, Jan Svensson, (Managing Director Latour AB), Ulrik Svensson (Managing Director Melker Schörling AB) and Håkan Ericson, new appointed President of Loomis Cash Handling Services AB.
The Board of Directors of Securitas AB has decided to appoint Håkan Ericson, currently Executive Vice President, Airline Support Businesses, SAS Group, as Divisional President for Loomis Cash Handling Services. Håkan Ericson has also been Managing Director of DHL Freight Europe and European Networks. He will join Loomis Cash Handling Services AB in mid September 2006.
The complete press release including tables can be downloaded from the following link:
Distribution and listing of Securitas Systems and Securitas Direct on the O-list of the Stockholm Stock Exchange
Published
30 August 2006 12:00
