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JOST Werke AG Share Issue/Capital Change 2017
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Share Issue/Capital Change
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Corporate | 26 June 2017 07:00
JOST prepares for listing in Frankfurt
DGAP-News: Cintinori Holding GmbH / Key word(s): Strategic Company Decision
26.06.2017 / 07:00
The issuer is solely responsible for the content of this announcement.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.
JOST prepares for listing in Frankfurt
- Leading global producer and supplier of branded, safety-critical systems for trucks and trailers to list on the Frankfurt Stock Exchange in second half of 2017
- Private placement with institutional investors to consist of new shares from a capital increase and existing shares from the holdings of its existing shareholder
- JOST intends to use the net proceeds from the issuance of the new shares to repay existing financial indebtedness as well as for general corporate purposes
- Strong year-on-year financial performance in the first quarter 2017 with 9.1% sales revenues growth, Adjusted EBIT of EUR22.5 million and Adjusted EBIT margin of 12.4%****
Neu-Isenburg, 26 June 2017. JOST Group (“JOST”), a leading global producer and supplier of safety-critical systems to the truck and trailer industry, is preparing for a listing of the shares of its holding company JOST Werke AG [1] (the “Company”), on the regulated market (Prime Standard) of the Frankfurt Stock Exchange in the second half of 2017, subject to market conditions (the “Listing”). The Company’s shares are expected to be placed with institutional investors in certain jurisdictions in Europe, North America and elsewhere through a bookbuilding process. There will be no public offering of Company shares in connection with the Listing.
JOST offers branded quality products clustered in three systems: Vehicle Interface (focusing on products required to operate a commercial vehicle combination of trucks and trailers such as fifth wheels and landing gears), Handling Solutions (including container technology and hydraulic cylinders products) and Maneuvering (focusing on truck and trailer axles and forced steering). As the number one supplier of fifth wheels and landing gears globally, JOST is the market leader for Vehicle Interface systems [2] . JOST’s core brands “JOST”, “Rockinger”, “TRIDEC” and “Edbro” are well-recognized in the industry and highly regarded for their quality and continuous innovation. With its global distribution network, JOST believes that it has direct access to all major truck and trailer manufacturers and relevant end customers providing parts in the first-fit business and the aftermarket.
Lars Brorsen, Chief Executive Officer of JOST, said: “During the past years, JOST has further strengthened its leadership position of its core systems across key end markets. At the same time, we have successfully integrated our acquisitions and achieved substantial operational improvements. Customers recognize our brands and value our broad quality offerings as well as strong delivery and service performance. JOST is well positioned to capitalize on a robust mid-term growth outlook of the truck and trailer markets, in particular in Europe, North America and Asia, which benefit from positive macro and industry dynamics such as regulatory changes in China. This helped us to achieve the best quarterly financial performance in the history of JOST during the first three months of 2017. We are also investing in the technologies of the future, with autonomous docking and driving systems, which we believe will play a key role for future integrated truck and trailer combinations.”
A leading global systems supplier to the truck and trailer industry
Since its foundation 65 years ago, JOST has expanded to become one of the leading global producers and suppliers of safety-critical systems to the truck and trailer industry. As the global market leader in Vehicle Interface systems, JOST had a global market share of 54% in fifth wheels and 56% in landing gears in 2016 [3] . In addition, JOST’s product portfolio encompasses branded products such as king pins and towing hitches in Vehicle Interface systems, hydraulics in Handling Solutions as well as truck and trailer axle and steering systems in Maneuvering.
With its seventeen production facilities (including a joint venture company in Brazil) in thirteen countries across five continents, JOST provides its services in close geographic proximity to its customers. JOST operates a cost efficient production platform which is focused on high value-added processes with relatively low capital intensity. JOST’s highly efficient global production base is further supported by a strong distribution network helping JOST to better serve its global customers and to meet their specific needs in each region in which it operates. JOST has long-term customer and supplier relationships and a highly diversified customer base, with the top 25 customers only representing approximately 49% of sales revenues in 2016.
JOST utilizes new technological opportunities and uses its strong customer base in the branded volume products business to upsell into technologically enhanced products, which offer even higher performance and safety as well as additional efficiencies and lower lifecycle costs. JOST also leverages its strong cash-generative baseline business to drive the development of innovative solutions.
Strong track record of growth and market outperformance
JOST has a strong track record of growth, operating profitability and cash generation. In the first quarter of 2017, JOST achieved the best quarterly financial performance in its history, driven by strong growth in Asia and solid demand in Europe. JOST increased sales revenues by 9.1% to EUR180.5 million in the first quarter of 2017 (Q1 2016: EUR165.5 million). Adjusted EBIT for the first quarter grew by 33.8% to EUR22.5 million (Q1 2016: EUR16.8 million). The Adjusted EBIT margin rose from 10.2% in the first three months of 2016 to 12.4% in the same period of 2017.
In 2016, the sales revenues of JOST amounted to EUR633.9 million of which approximately 75% were contributed by the first-fit OEM business (excluding the joint venture company in Brazil) and approximately 25% were generated with its aftermarket/trading activities. Adjusted EBIT was EUR61.9 million and the Adjusted EBIT margin for the fiscal year 2016 amounted to 9.8%.
Based on its strong performance and favorable market conditions, JOST strives to further increase its sales and earnings in the future. The global truck and trailer production is expected to grow at 3.0% CAGR per year between 2017 and 2021 [4] . JOST believes that it will in particular benefit from the technology shift towards automatization of commercial vehicles which is increasingly demanded by fleet operators. With the development of advanced Vehicle Interface solutions such as autonomous docking and driving systems or similar stand-alone derivatives, JOST expects to benefit from the gradual merger of trucks and trailers into a combined transport system.
JOST seeks to outgrow the truck and trailer component market by focusing on increasing the content value per vehicle through cross- and up-selling as well as product innovations. In addition, JOST aims to increase its market shares in certain markets through specific product and geographical expansion, especially in North America and China. Furthermore, new national regulations were passed in China in September 2016, imposing stricter nationwide restrictions on the weight and size of truck and trailer combinations. JOST believes that this regulatory change will fuel the expansion of fleets and drive additional demand. Additionally, JOST aims to realize further value accretive M&A opportunities. Finally, JOST seeks to exploit profitability improvements by further optimizing processes across all functional areas. In order to increase the operating profit margins and cash flows in all business units, fixed and variable costs are strictly controlled, managed and shall be even further reduced.
Details of the private placement and use of proceeds
The private placement is expected to consist of newly issued shares from a capital increase amounting to approximately EUR130 million and the sale of shares from the holdings of its existing shareholder in a yet to be determined amount. JOST intends to use the net proceeds from the placement of the new shares to repay existing financial indebtedness as well as for general corporate purposes. The existing shareholder of the Company, a holding company in which funds advised by Cinven hold a majority interest, intends to partially divest its stake in the Company.
Deutsche Bank, J.P. Morgan and COMMERZBANK are acting as Joint Global Coordinators and Joint Bookrunners. BNP Paribas will act as additional Joint Bookrunner. Rothschild is acting as independent financial advisor to JOST.
[1] Following conversion and change of legal name of Cintinori Holding GmbH.
[2] Source: “Truck and Trailer components – Success factors for suppliers in specialized markets”, June 2017, Roland Berger (“Roland Berger 2017”).
[3] Source: Roland Berger 2017.
[4] Source: Roland Berger 2017.
Press contact:
JOST Group
Tobias Schmidt
Corporate & Business Strategy
T: +49 (0)6102 295-251
FTI Consulting
Dr. Lutz Golsch
T: +49 (0)69 92037-110
M: +49 (0)173 6517710
Steffi Susan Kim
T: +49 (0)69 92037-115
M: +49 (0)171 5565996
About JOST:
JOST is a leading global producer and supplier of safety-critical systems to the truck and trailer industry. The Company offers branded, quality products clustered in three systems: Vehicle Interface (focusing on products required to operate a commercial vehicle combination of trucks and trailers such as fifth wheels and landing gears), Handling Solutions (including container technology and hydraulic cylinders products) and Maneuvering (focusing on truck and trailer axles and forced steering). As the number one supplier of fifth wheels and landing gears globally, JOST is the market leader for Vehicle Interface systems. JOST’s global leadership position is driven by the strength of its brands, by its long-standing client relationships serviced through its global distribution network as well as by its efficient and asset-light business model. The Company’s core brands “JOST”, “Rockinger”, “TRIDEC” and “Edbro” are well-recognized in the industry and highly regarded for their quality and continuous innovation. With its global distribution network and production facilities in thirteen countries across five continents, JOST has direct access to all major truck and trailer manufacturers and relevant end customers. JOST currently employs about 2,700 members of staff worldwide.
Disclaimer
This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in the United States of America, Australia, Canada, Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. Furthermore, this announcement is an advertisement and not a prospectus. Investors should not purchase or subscribe for any shares referred to in this announcement on the basis of the information contained herein.
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”). In the United States of America, the securities will be offered and sold only to “qualified institutional buyers” as defined in Rule 144A under the Securities Act. Outside the United States of America, the securities will be offered and sold in reliance on Regulation S under the Securities Act. There will be no public offer of the securities in the United States of America.
Neither the Company nor its shareholder intends to make any public offer of shares in JOST Werke AG in the United States, Germany or any other jurisdiction. It is only intended that shares will be placed with qualified investors and less than 150 non-qualified investors per EEA member state in the Federal Republic of Germany and certain other jurisdictions and subsequently admitted to trading on the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange with simultaneous admission to the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange. The Listing will be made on the basis of a prospectus that will be published in Germany following approval of the German Financial Supervisory Authority (BaFin). The prospectus will be available free of charge from the Company’s website www.jost-world.com .
In any EEA Member State that has implemented Directive 2003/71/EC (together with any amendment and any applicable implementing measures in any Member State, the “Prospectus Directive”) this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.
In the United Kingdom, this announcement is only being distributed and is only directed at persons who (i) are investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) are persons failing within article 49(2)(a) to (d) of the Order (all such persons are referred to herein as “Relevant Persons”). This announcement is directed only at Relevant Persons. Any person who is not a Relevant Person should not act or rely on this announcement or any of its contents. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
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