Publiziert in: Marktpuls, Unternehmen
Frei

SFS sets offer price for its IPO and lists on SIX Swiss Exchange Mittwoch, 07. Mai 2014 - 06:57

SFS sets offer price for its IPO and lists on SIX Swiss Exchange

News - 07. May 2014

Not for release, publication or distribution in the United States of America, Canada, Australia or Japan

For release in Switzerland. This is a restricted communication and you must not forward it or its contents to any person to whom forwarding it is prohibited by the legends contained therein. In particular, this release and the information contained therein is not being issued and may not be distributed in the United States of America, Canada, Australia or Japan and does not constitute an offer of securities for sale in such or any other countries.

Offer price of CHF 64 per SFS share corresponds to a placement volume of CHF 641 million (before exercise of over-allotment option)

Following the initial public offering ("IPO"), the shares of the SFS Group (“SFS”) will be listed on SIX Swiss Exchange today. The IPO was multiple times oversubscribed given strong demand from institutional investors in Switzerland and internationally as well as from private domestic investors. As a result, the offer price was set at CHF 64 per share, in the upper half of the announced price range of CHF 57 to CHF 69.

On the basis of the offer price of CHF 64 per share and taking into account the proceeds for SFS from the sale of newly-issued shares, the SFS Group will have a market capitalisation of approximately CHF 2.4 billion. The SFS shares (ticker symbol: SFSN) will commence trading on SIX Swiss Exchange today.

Heinrich Spoerry, Executive Chairman of the Board of Directors and CEO of SFS Group: “We are delighted with the successful placement and the strong investor interest in SFS. We welcome our new shareholders and are looking forward to seizing our growth plans with a broader shareholder base, thus ensuring the sustained and independent development of our group.”

Jens Breu, Chief Operating Officer of SFS Group: “Our core objective is to generate customer benefits. That is also the best foundation when it comes to creating added value for our shareholders. With this goal in mind we offer customers innovative products, services and solutions right along the entire value added chain. Through close cooperation we help our customers to develop and produce key components. We are determined to further extend our strong position by strengthening our market and customer access, above all in the segments of Engineered Components and Fastening Systems, while simultaneously expanding our engineering and production capacities in the key markets of Europe, America and Asia.”

In conjunction with the IPO Credit Suisse and UBS Investment Bank are acting as Joint Global Coordinators and Joint Bookrunners, along with Morgan Stanley as additional Joint Bookrunner. In addition, the banking syndicate includes Bank am Bellevue, Bank Vontobel AG as well as Zürcher Kantonalbank as co-lead managers, and St.Galler Kantonalbank AG as selling agent.

The banking syndicate placed the 5,057,500 newly-issued shares on behalf of the SFS Group and the 4,951,410 existing shares offered by the selling shareholders (the “Base Offer”). The Base Offer represents 26.7% of the issued share capital following the IPO and before the potential exercise of the over-allotment option. The over-allotment option of up to 992,420 existing shares held by certain members of the founding families corresponds to approx. 10% of the Base Offer. This option may be exercised by the banking syndicate until June 6, 2014. Assuming the over-allotment option is fully exercised, the total placement volume will be CHF 704 million and the free float will increase to approximately 34.2%.

The selling family shareholders as well as the members of the Board of Directors and the members of the Group Executive Board have entered into a 12-month lock-up agreement, while the SFS Group has entered into a 6-month lock-up agreement, starting on the first trading day, subject to customary exceptions. Upon expiry of the 12-month lock-up and assuming the full exercise of the over-allotment option, the free float will amount to 45%. Certain selling family shareholders have entered into a longer lock-up agreement of 24 months for part of their shares.

Key data

ListingSIX Swiss Exchange (Main Standard)
Ticker symbolSFSN
Swiss security number23.922.930
ISINCH 023 922930 2
Share offeringBase offer of 10,008,910 registered shares with a par value of CHF 0.10 each, of which
  • 5,057,500 newly-issued shares
  • 4,951,410 existing shares largely held by the founding families
Over-allotment option of up to 992,420 shares currently held by the founding families
Anticipated timetable
Listing and first trading dayMay 7, 2014
Book-entry/delivery of the offered shares against payment of the offer priceMay 12, 2014
Last day the over-allotment option can be exercisedJune 6, 2014

Important Disclaimer

This publication may contain specific forward-looking statements, e.g. statements including terms like "believe", "assume", "expect", "forecast", "project", "may", "could", "might", "will" or similar expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results, financial situation, development or performance of the SFS Group AG and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties, readers should not rely on forward-looking statements. SFS Group AG assumes no responsibility to up-date forward-looking statements or to adapt them to future events or developments. EBITA is not a measure recognized by IFRS and may not be comparable to similarly titled measures used by other companies. EBITA has been calculated as operating profit (EBIT) before amortization of intangible assets.

This document is not an offer to sell or a solicitation of offers to purchase or subscribe for shares. This document is not a prospectus within the meaning of Article 652a of the Swiss Code of Obligations, nor is it a listing prospectus as defined in the listing rules of the SIX Swiss Exchange AG or a prospectus under any other applicable laws. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction. A decision to invest in securities of SFS Group AG should be based exclusively on the issue and listing prospectus published by SFS Group AG for such purpose. Copies of such issue and listing prospectus (including the supplement) can be ordered free of charge in Switzerland from Credit Suisse AG, Zurich, Switzerland (telephone number: +41 44 333 4385; fax number: +41 44 333 3593; email: equity.prospectus@credit-suisse.com); and at UBS AG, Prospectus Library, P.O. Box, 8098 Zurich, Switzerland (telephone number: +41 44 239 4703; fax number: +41 44 239 6914; e-mail: swiss-prospectus@ubs.com).

This communication is not for distribution in the United States, Canada, Australia or Japan and it does not constitute an offer or invitation to subscribe for or to purchase any securities in such countries or in any other jurisdiction. In particular, this document and the information contained herein is not for publication or distribution into the United States of America and should not be distributed or otherwise transmitted into the United States or to U.S. persons (as defined in the U.S. Securities Act of 1933, as amended (the "Securities Act")) or publications with a general circulation in the United States. The securities referred to herein have not been and will not be registered under the Securities Act, or the laws of any state and may not be offered or sold in the United States of America absent registration or an exemption from registration under Securities Act. There will be no public offering of the securities in the United States of America.

The information contained herein does not constitute an offer of securities to the public in the United Kingdom. No prospectus offering securities to the public will be published in the United Kingdom. This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

This communication does not constitute an "offer of securities to the public" within the meaning of Directive 2003/71/EC of the European Union (the "Prospectus Directive") of the securities referred to in it (the "Securities") in any member state of the European Economic Area (the "EEA"). Any offers of the Securities to persons in the EEA will be made pursuant to an exemption under the Prospectus Directive, as implemented in member states of the EEA, from the requirement to produce a prospectus for offers of the Securities.

In connection with the offer or sale of the securities referred to herein, the Joint Global Coordinators may over-allot the securities or effect transactions with a view to supporting the market price of the securities at a level higher than that which might otherwise prevail. Any stabilisation action or over-allotment will be conducted by the Joint Global Coordinators in accordance with all applicable laws and rules. Save as required by law or regulation, the Joint Global Coordinators do not intend to disclose the extent of any stabilisation action. No representation is made as to whether the Joint Global Coordinators will engage in any stabilisation activity or that this activity, if commenced, will not be discontinued without notice.

For the avoidance of doubt, none of the Managers makes any representation or warranty that it intends to accept or be bound to any of the information contained herein nor shall the Joint Global Coordinators be obliged to enter into any further discussions or negotiations pursuant thereto but shall be entitled in their absolute discretion to act in any way that they see fit in connection with the potential transaction. Any discussions, negotiations or other communications that may be entered into, whether in connection with this communication or otherwise, shall be conducted subject to contract. No representation or warranty expressly or implicitly, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by any of the Joint Global Coordinators or any of their respective officers, employees or agents as to or in relation to the accuracy or completeness of this communication, publicly available information on the Company or any other written or oral information made available to any interested party or its advisors and any liability therefore whether in contract, tort or otherwise is hereby expressly disclaimed.

The Joint Global Coordinators Managers are acting on behalf of the Company and no one else in connection with the securities referred to herein and will not be responsible to any other person for providing the protections afforded to clients of the Managers, or for providing advice in relation to the securities referred to herein.