Corporate | 25 March 2011 23:41
NORMA Group AG / Key word(s): IPO
25.03.2011 / 23:41
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NORMA Group
Press Release
25/03/2011
NORMA Group AG plans Listing on April 8, 2011
- Total target issue volume including greenshoe option of up to
approximately EUR 430 million
- Price range of offered shares set at EUR 19 to EUR 24 per share
- Offer period commences on March 28, 2011 and is scheduled to end on
April 7, 2011
- IPO consists of newly issued registered shares by the company and the
sale of existing shares
- Target gross proceeds of approximately EUR 150 million from newly
issued shares to strengthen NORMA Group's financial flexibility and
support further organic and acquisitive growth
- Placement by selling shareholders targeted in an amount of around
EUR 200 to EUR 280 million including a greenshoe option of around
EUR 45 to EUR 55 million
- Post-IPO free float of approximately 50 to 60 percent envisaged
Maintal, March 25, 2011. NORMA Group AG ('NORMA Group'), a global market
and technology leader in attractive niche markets for engineered joining
technologies, has determined the general terms and conditions for its
planned initial public offering (IPO) in cooperation with the shareholders
and syndicate banks. The price range of the company's offered shares is set
at EUR 19 to EUR 24 per share. The period in which interested investors can
submit their offers to purchase shares starts on March 28, 2011 and is
scheduled to end on April 7, 2011. The listing of the shares on the Prime
Standard of the regulated market of Frankfurt Stock Exchange is planned for
April 8, 2011.
The offering consists of up to 7,894,737 newly issued registered shares
from a capital increase, up to 9,306,200 existing registered shares from
the holdings of the selling shareholders, and up to 2,580,141 existing
registered shares from the holdings of the selling shareholders to cover a
potential overallotment (greenshoe option). The targeted gross proceeds
from the sale of the newly issued shares amount to approximately EUR
150 million. The targeted free float following the IPO is between 50 and 60
percent. Accordingly, the target issue volume including greenshoe option
could reach approximately EUR 430 million.
'The market for engineered joining technologies offers attractive growth
opportunities. NORMA Group has a strong position in international markets,
a solid business model and a convincing equity story. In our view, the IPO
will take us to the next level of growth and foster the long-term success
of our company', says Werner Deggim, CEO of NORMA Group.
NORMA Group's prospectus for the IPO was approved today by the German
Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht) and notified with the Luxembourg Commission
for the Supervision of the Financial Sector (Commission de Surveillance du
Secteur Financier). The global offering comprises a public offer to
institutional and retail investors in Germany and Luxembourg and private
placements in certain jurisdictions outside Germany and Luxembourg.
Proceeds from the sale of new shares to strengthen NORMA Group's financial
flexibility
As part of the IPO, NORMA Group intends to sell newly issued registered
shares from a planned capital increase, leading to gross proceeds of
approximately EUR 150 million. The company plans to use these proceeds to
partially repay its liabilities and strengthen its financial flexibility to
support further organic and acquisitive growth. 'The proceeds are earmarked
for the optimisation of our capital structure. With an improved balance
sheet, we seek to accelerate further growth. Our results in 2010 confirm
that we are on the right track,' says Dr. Othmar Belker, CFO of NORMA
Group. In financial year 2010, NORMA Group generated around EUR 490 million
in revenue which equals an increase of approximately 49 percent over 2009
(EUR 330 million).
Main selling shareholder 3i to remain invested following the IPO
NORMA Group's main shareholder 3i and funds managed by 3i currently hold a
73 percent stake and plan to place around 45 percent of that stake assuming
full exercise of the greenshoe. In 2006, the international investor in
private equity, infrastructure and debt management acquired Rasmussen and
subsequently merged it with its portfolio company ABA to form the NORMA
Group.
'3i has used its global network and financial strength to support NORMA
Group in its international expansion and product development' says Dr. Ulf
von Haacke, Partner and Managing Director of 3i Germany. 'The flotation now
is the natural next step as the company has developed into a global
business and market leader. Since we strongly believe in the future
prospects of NORMA Group, we will remain invested in the company following
the IPO.'
Besides 3i, other selling shareholders include FIMANE Limited which
currently holds around 17 percent in NORMA Group, the present members of
the management board and Dr. Christoph Schug as member of the supervisory
board of NORMA Group with a share of approximately 6 percent as well as
other individuals. The current management team of NORMA Group plans to
participate in the planned placement of secondary shares on a pro rata
basis, but will remain invested subsequent to the IPO. The company, 3i,
FIMANE Limited and Dr. Christoph Schug have committed themselves to comply
with market protection agreements and limitations on disposal (lock-up) for
a period of six months following the IPO and have entered into a
corresponding agreement with the syndicate banks. The lock-up period for
the current members of the management board comprises a period of 12
months.
Details on the offering
The initial listing of the shares on the Prime Standard of the regulated
market of Frankfurt Stock Exchange is scheduled for April 8, 2011 under the
ticker symbol NOEJ. The international securities identification number
(ISIN) is DE000A1H8BV3, and the German securities code number (WKN) is
A1H8BV. Commerzbank, Deutsche Bank and Goldman Sachs International act as
Joint Global Coordinators and Joint Bookrunners. Berenberg and Macquarie
act as Co-Lead Managers. Interested investors can submit their offers to
purchase shares in the IPO at the branches of the syndicate banks beginning
March 28, 2011. The offering period for private investors is expected to
end on April 7, 2011 at 12:00 CEST and for institutional investors at 16:00
CEST.
NORMA Group's prospectus for the public offering was approved by the German
Federal Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht) on March 25, 2011 and is available for
download from the company's website www.normagroup.com in the Investor
Relations section. German retail investors can also obtain the prospectus
free of charge during regular office hours from the company's headquarters
at Edisonstrasse 4, 63477 Maintal. NORMA Group will announce the final
issue price with an ad-hoc release.
Background data to the IPO
First trading day April 8, 2011
Subscription period March 28 to April 7, 2011
Price range EUR 19 to EUR 24 per share
Target issue volume Up to approximately EUR 430 million
(including greenshoe option)
Capital increase Target gross issue proceeds of about
EUR 150 million
Secondary placement including Target volume of up to approximately
greenshoe option EUR 280 million
Type of issue Public offering of shares in Germany
and Luxembourg as well as private
placements outside Germany and
Luxembourg
Stock exchange Frankfurt Stock Exchange
Market segment Regulated market (Prime Standard)
ISIN DE000A1H8BV3
WKN A1H8BV
Ticker symbol NOEJ
Free float after IPO The free float upon full placement of
all offered shares (including full
exercise of the greenshoe option) will
be between 50 and 60 percent.
Syndicate banks - Commerzbank, Deutsche Bank and
Goldman Sachs International
(Joint Global Coordinators and Joint
Bookrunners)
- Berenberg and Macquarie
(Co-Lead Managers)
Lock-up - Present members of the management
board: 360 days
- Company, 3i, FIMANE and Dr.
Christoph Schug (present member of
the supervisory board): 180 days
- 7 shareholders holding in aggregate
less than 5 percent pre IPO and
expected to sell shares in the
offering on a pro rata basis are not
part of the lock-up
Press contact NORMA Group
Daphne Recker
Media Relations
Email: daphne.recker@normagroup.com
Tel.: +49 (0)69 - 921 87 489
Investor Relations NORMA Group
Andreas Trösch
Director Investor Relations
Email: IR@normagroup.com
Tel: +49 (0)6181 - 403 650
Press contact 3i Group
Isabel Unsworth
3i Group Media Relations
Email: isabel.unsworth@3i.com
Tel: +44 (0)207 - 975 3190
About NORMA Group
NORMA Group is a global market and technology leader in attractive niche
markets for engineered joining technology offering more than 35,000 high
quality products and solutions to approximately 10,000 customers in 80
countries. NORMA Group was formed in 2006 through the merger of the German
Rasmussen Group, a manufacturer of connecting and retaining elements and
fluid conveying conduits which was founded in 1949, and the Swedish ABA
Group, a European leader in engineered joining technologies. Since NORMA
Group's formation, UK-based international investor 3i Group and funds
managed by 3i have been the main shareholders with a 73 percent stake. In
2010, NORMA Group generated revenues of around EUR 490 million with
approximately 3,500 employees. The company manufactures and sells a wide
range of innovative engineered joining technology solutions in three
product categories (clamp, connect and fluid) using two distinct
ways-to-market: Engineered Joining Technology ('EJT') and Distribution
Services ('DS'). In EJT, NORMA Group provides original equipment
manufacturers with mission-critical solutions that are engineered to meet
their specific needs. In DS, NORMA Group leverages its worldwide
manufacturing and distribution network to provide high-quality standardized
products under its well known brands ABA(R), BREEZE(R), Gemi(R), NORMA(R),
R.G.RAY(R), Serflex(R), Serratub(R), TERRY(R) and Torca(R). Headquartered
in Maintal, Germany, NORMA Group operates a global network of 17
manufacturing and distribution facilities as well as ten sales and
distribution sites across Europe, the Americas and Asia Pacific.
Disclaimer
This announcement does not contain or constitute an offer of, or the
solicitation of an offer to buy or subscribe for, securities.
This release is not an offer of securities for sale in the United States of
America. Securities may not be offered or sold in the United States of
America absent registration or an exemption from registration under the
U.S. Securities Act of 1933, as amended (the 'Securities Act'). Any public
offering of securities to be made in the United States of America would be
made by means of a prospectus that could be obtained from NORMA Group AG
and that would contain detailed information about the company and
management, as well as financial statements. There will be no public offer
of the securities in the United States of America.
Subject to certain exceptions, the securities referred to herein may not be
offered or sold in Australia, Canada or Japan or to, or for the account or
benefit of, any national, resident or citizen of Australia, Canada or
Japan.
End of Corporate News
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