Stabilus GmbH: Price range for Stabilus share set at EUR 19 to EUR 25
May 09, 2014 9:13 AM
Stabilus S.A. / Key word(s): IPO
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Stabilus S.A. ("Stabilus") and the company's owner, funds advised by the private equity firm Triton ("Triton"), after consulting with Commerzbank and J.P. Morgan as Joint Global Coordinators and Joint Bookrunners, have set the price range for the IPO of Stabilus at EUR 19 to EUR 25. The Stabilus shares will be offered publicly in Germany between 12 May 2014 and 22 May 2014. The final offer price will be determined on the basis of a bookbuilding process. The Stablius shares are to be traded in the regulated market (Prime Standard) of the Frankfurt Stock Exchange from Friday, 23 May 2014, under the ticker symbol STM and the ISIN LU1066226637. In addition, there will be private share placements in certain countries outside of Germany. In the USA the shares will be offered to qualified institutional investors via a placement under Rule 144A under the U.S. Securities Act of 1933, as amended.
In connection with the offer, up to 3,421,053 new shares will be issued and up to 7,550,000 shares currently held by Triton will be placed. In addition, up to approximately 1,584,079 shares will be made available for over-allotments. The free float will be at least 50 percent of the initial capital after capital increase (or a maximum of 57.5 percent if the greenshoe option is fully exercised).
The plans for the transaction envisage the issuance of new shares with gross proceeds of EUR 65 million and the placement of shares currently held by Triton with the target of Triton to retain 50 percent of the initial capital (or 42.5 percent if the greenshoe option is fully exercised). Depending on the issue price within the price range, this will result in gross proceeds of between EUR 135.6 million and EUR 188.8 million for Triton (if the greenshoe option is not exercised) or between EUR 165.7 million and EUR 226.8 million (if the greenshoe option is fully exercised).
Stabilus intends to use the net proceeds to pay down parts of the bonds issued by a Stabilus subsidiary on 7 June 2013.
The offer is described in detail in the Stabilus share prospectus, which is available starting today in the Investor Relations section of the company website at http://www.ir.stabilus.com. The Management Roadshow for institutional investors in Europe and the USA will begin today and is likely to end on 22 May 2014.
These materials may not be published, distributed or transmitted in the United States, Canada, Australia or Japan. These materials do not constitute an offer of securities for sale in the United States. The securities to which these materials relate have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. There will be no public offering of securities in the United States.
These materials are not an invitation nor are they intended to be an inducement to engage in investment activity for the purpose of Section 21 of the Financial Services and Markets Act 2000, as amended ("FSMA"). These materials are directed only at (i) persons outside the United Kingdom; or (ii) persons in the United Kingdom that are "qualified investors" within the meaning of Section 86(7) of FSMA that are also (a) persons authorised under FSMA or otherwise having professional experience in matters relating to investments and qualifying as investment professionals under article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order"); or (b) high net worth companies, unincorporated associations and other persons to whom article 49(2) (a) to (d) of the Financial Promotion Order applies; or (c) any other persons to whom these materials for the purposes of Section 21 of FSMA can otherwise lawfully be made available (all such persons together being referred to as "Relevant Persons"). Any person in the United Kingdom that is not a Relevant Person should not act or rely on these materials. The securities or any investment or controlled activity to which such securities relate are only available to, and will be engaged in only with, Relevant Persons.
This document is for information purposes only and is not a prospectus. Investors should not purchase or subscribe for any shares referred to in these documents except on the basis of information in the prospectus to be published in connection with the offering of such shares. The prospectus will be available on the website of the BaFin (http://www.bafin.de), the website of the Luxembourg Stock Exchange (http://www.bourse.lu) and on the website of Stabilus (http://www.stabilus.com).
Some of the information in this press release may contain projections or other forward-looking statements regarding future events or the future financial performance of the Company. You can identify forward looking statements by terms such as "expect," "believe," "anticipate," "estimate," "intend," "will," "could," "may" or "might," or, in each case, the negative of such terms or other similar expressions. We wish to caution you that these statements are only predictions and that actual events or results may differ materially. We do not intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Many factors could cause the actual results to differ materially from those contained in our projections or forward-looking statements, including, among others, general economic conditions, our competitive environment, risks associated with our industry, as well as many other risks specifically related to the Company and its operations.
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