Share Issue/Capital Change • Jun 27, 2014
Share Issue/Capital Change
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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE.
Trading on Euronext Amsterdam expected to commence today at 9.00 CET
Rotterdam, The Netherlands - IMCD Group ("IMCD" or "Company"), a leading international speciality chemicals-focused distributor, today announces that the ordinary shares offered in the Initial Public Offering (the "IPO" or the "Offering") of IMCD on Euronext Amsterdam have been priced at €21.00 per ordinary share, resulting in a market capitalisation of €1,050 million.
IMCD's ordinary shares will be listed and admitted to trading under the symbol "IMCD" on Euronext Amsterdam as of today, 27 June 2014 (on an "as-if-and-when-delivered" basis).
Piet van der Slikke, IMCD's CEO: "We are pleased to announce the successful pricing of our IPO, evidenced by the strong interest from investors. We have a strong growth story, which has clearly attracted a broad group of investors. We would like to thank these investors for their trust in the Company and its management."
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE BEGINNING OF THE PRESS RELEASE.
For more information about IMCD and the IPO we refer to the Prospectus, copies of which may, subject to applicable securities law restrictions, be obtained by contacting Rabobank International GFM Equity Syndicate by email: [email protected]. The prospectus is also electronically available via the website of IMCD (www.imcdgroup.com) or, for Dutch citizens only, via the website of Euronext Amsterdam N.V. (www.euronext.com).
Deutsche Bank AG, London Branch and Goldman Sachs International are acting as Joint Global Coordinators and Joint Bookrunners, and HSBC Bank plc and Rabobank International as Joint Bookrunners. Rothschild is acting as the financial adviser to the Company.
The Offering of New Offer Shares is intended to allow the Company to strengthen its financial position by enabling it to repay current outstanding debt and provide the Company with increased financial flexibility, suitable for the Company's current profile and maturity. Furthermore, the Group expects that a listing will enable it to continue to pursue attractive acquisitions consistent with its growth strategy, provide access to the capital markets and provide a quoted, liquid acquisition currency which may be used as consideration for future acquisitions.
The IPO consists of a public offering to institutional and retail investors in the Netherlands and a private placement to certain qualified investors in various other jurisdictions in compliance with Regulation S under the US Securities Act of 1933 (the "Securities Act") and, in the United States, to "qualified institutional buyers" as defined in, and in reliance on, Rule 144A under the Securities Act.
Post IPO, IMCD's total share capital will consist of 50 million Ordinary Shares. Bain Capital has granted the joint global coordinators an over-allotment option of up to 15% of the Shares offered in the IPO or up to 3,300,000 additional Existing Offer Shares, which can be exercised to cover short positions resulting from any over-allotments made in connection with the IPO or stabilisation transactions. If the over-allotment option is exercised in full, the Shares purchased in the IPO will represent 50.6% of the total issued ordinary share capital of IMCD.
All of the ordinary shares of IMCD will be admitted to listing on Euronext Amsterdam under the symbol "IMCD". Conditional trading in the ordinary shares (on an "if-and-when-delivered" basis) is expected to commence today, June 27, 2014, at 09.00 hours (CET). Closing of the IPO and the start of unconditional trading in the ordinary shares is expected to take place on July 2, 2014, at 09.00 hours (CET).
In connection with the pricing of the IPO a pricing statement has been deposited with the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten; "AFM") and is available on the website of IMCD (www.imcdgroup.com) or, for Dutch citizens only, on the website of Euronext Amsterdam N.V. (www.euronext.com).
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE BEGINNING OF THE PRESS RELEASE.
Citigate First Financial Claire Verhagen / Uneke Dekkers Mobile: + 31 (0) 6 50 51 63 25 / + 31 (0) 6 50 26 16 26 Email: [email protected] / [email protected]
With a passion for excellence, extensive industry knowledge and a commitment to creating value through expertise, IMCD is a market-leader in the sales, marketing and distribution of speciality chemicals and food ingredients.
Its dedicated local experts provide market-focused solutions across Europe, Africa and Asia-Pacific, with business units offering a range of comprehensive product portfolios, including innovative formulations that embrace industry trends.
Currently turning over € 1.2 billion, IMCD has built a dedicated team of more than 1400 technical and commercial experts that work in close partnership to tailor best in class solutions for customers and producers in more than 30 countries.
To find out more about IMCD Group, please visit www.imcdgroup.com, or contact Communications Manager Marina Kaptein by calling +31 10 290 86 22, or emailing [email protected]
This document contains certain forward‐looking statements that reflect the Company's intentions, beliefs, assumptions or current expectations and projections about the Company's future result of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the IMCD operates, taking into account all information currently available to the Company, and are not guarantees of future performance. Forward‐looking statements concern future circumstances and results and other statements that are not historical facts, sometimes identified by the words "believes," "expects," "predicts," "intends," "projects," "plans," "estimates," "aims," "foresees," "anticipates," "targets," "could," "hopes," "seeks," "objective," "potential," "goal," "strategy," "target," "continue," "annualized" and similar expressions or negatives thereof or other variations thereof or comparable terminology. The forward‐looking statements contained in this document, including assumptions, opinions and views of the Company or cited from third party sources, are solely opinions and forecasts which are uncertain and subject to risks and uncertainties. These beliefs, assumptions and expectations can change as a result of possible events or factors, not all of which are known to the Company or are within the Company's control. If a change occurs, the Company's business, future result of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies or opportunities may vary materially from those expressed in, or suggested by, these forward-looking statements. A number of important factors could cause actual results or outcomes to differ materially from those expressed in any forward-looking statement as a result of risks and uncertainties facing the Company, including without limitation, changes in general economic conditions, in particular economic conditions in the markets in which the Company operates, changes affecting interest rate levels, the actions of competitors, changes in laws and regulations, environmental damages, the potential impact of legal proceedings and actions and the ability of the Company and its subsidiaries to achieve operational synergies from past or future acquisitions. You should not place undue reliance on the forward-looking statements in this document. The Company does not guarantee that the assumptions underlying the forward‐looking statements in this document are free from errors nor accepts any responsibility for the future accuracy of the opinions expressed in this document or any obligation to update the statements in this document to reflect subsequent events. The forward‐looking statements in this document are made only as of the date hereof. Neither the delivery of this document nor any further discussions of the Company with any of the recipients thereof shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since such date. Consequently, the Company does not undertake any obligation to review, update or confirm expectations or estimates or to release publicly any revisions to any forward‐looking statements to reflect events that occur or circumstances that arise in relation to the content of the document.
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