- Offer period will probably run from 16 to 26 March
- Listing planned for 29 March
- Expected proceeds to the company from EUR 483 million to EUR 588 million from capital increase
- Previous majority shareholders will continue to remain invested
Mülheim an der Ruhr, 15 March 2010 – The initial public offering of Brenntag AG has taken shape. The global market leader in chemical distribution, together with the current indirect majority owners, funds advised by BC Partners, and the underwriting banks, have established the general conditions for the offering. The price range for the share is EUR 46 to 56. Within this price range, it is foreseen that interested investors can submit their bids from 16 to 26 March. The listing in the Prime Standard of the regulated market of the Frankfurt Stock Exchange is scheduled for 29 March. Including the greenshoe option, a total of up to 14.95 million registered shares with no par value is on offer. Thereof, up to 10.50 million shares originate from the capital increase. At the mid-point of the price range, this corresponds to a placement volume of EUR 762.5 million assuming full execution of the greenshoe option and exercise of the capital increase. The proceeds from the capital increase will primarily be used to strengthen the equity basis, building the basis for continuous profitable growth.
The initial public offering comprises a public offer to private and institutional investors in the Federal Republic of Germany and in the grand duchy Luxemburg as well as an international private placement with institutional investors outside of Germany and Luxemburg.
Current indirect majority owners of Brenntag are funds advised by BC Partners. Also following the initial public offering, these funds will remain invested significantly in Brenntag and continue to accompany the company's growth trend. The company and the existing direct shareholder have committed to lock-up agreements or selling restrictions for a period of six months following the listing.
After placement of all shares offered, the free float will amount to close to 30 per cent if the greenshoe option is exercised in full.
As a global market leader in chemical distribution, Brenntag aims to expand its market position worldwide and in particular take advantage of growth opportunities in Asia, Latin America and Eastern Europe. Brenntag CEO Stephen Clark explains: “We are looking forward to the upcoming roadshow and are convinced to offer an attractive investment with our resilient business model and significant growth potential. In economically rather difficult times Brenntag has proven to be to a large extent independent from business cycles based on its complete geographic coverage and diversity across industries, customers, products and suppliers.”
Brenntag operates in a market environment with considerable opportunities for growth, which result on the one hand from the trend towards outsourcing, by both suppliers and customers, and on the other hand from the great fragmentation of the market for chemical distribution. Based on a resilient business model with over 150,000 customers, Brenntag also aims to generate stable profits in the future and permit its shareholders to participate to a reasonable extent in the success of the company.
Trading of the shares of Brenntag Aktiengesellschaft is expected to begin on 29 March 2010 on the Regulated Market at the Frankfurt Stock Exchange (Prime Standard) under the trading symbol BNR. Brenntag's International Securities Identification Number (ISIN) is DE000A1DAHH0, the German Securities Code (WKN) A1DAHH.
Deutsche Bank and Goldman Sachs International have been appointed for the IPO as global co-ordinators; besides the global co-ordinators, BofA Merrill Lynch and J.P. Morgan are acting as additional bookrunners. Co-lead-managers are COMMERZBANK, HSBC Trinkaus, SOCIÉTÉ GÉNÉRALE and The Royal Bank of Scotland.
Starting from 16 March 2010, bids for shares of Brenntag AG may be submitted to the members of the syndicate banks. The securities prospectus is available on the company's web site at www.brenntag.com and, in addition, can be obtained free of charge during usual business hours from Brenntag AG, Investor Relations, Stinnes-Platz 1, 45472 Mülheim/Ruhr. The offer period is expected to end on 26 March 2010, at 12 noon CET for private investors and 4 p.m. CET for institutional investors).The final pricing will be announced per ad hoc notice.
Background data to the initial public offering
|First listing||29 March 2010|
|Stock exchange||Frankfurter Stock Exchange|
|Market Segment||Prime Standard segment of the regulated market|
|Type of issue||Public offer to private and institutional investors in Germany and Luxemburg, private placement with institutional investors outside Germany and Luxemburg.|
|First listing||29 March 2010|
|Price Range||EUR 46.00 to 56.00|
|Placement price||The placement price will probably be established on 29. March 2010 and be announced ad hoc.|
|Offer period||16 to 26 March 2010|
|Issuing Volume||14.95 million shares or EUR 762.5 million (at the mid-point of the price range, including full greenshoe execution and capital increase)|
|Capital increase||Between EUR 483 million and EUR 588 million|
|Greenshoe option||Up to 1.95 million shares|
|Free float after IPO||In the event of complete placement of the offer and full exercise of the greenshoe option, the free float will be close to 30 per cent.|
|Syndicate banks||Joint global coordinators:|
Deutsche Bank, Goldman Sachs International
BofA Merrill Lynch, Deutsche Bank, Goldman Sachs International, J.P. Morgan.
Commerzbank, HSBC Trinkhaus, Socit Gnrale Corporate & Investment Banking and the Royal Bank of Scotland.
Brenntag is the global market leader in full-line chemical distribution (based on most recent market data). Linking chemical manufacturers and chemical users, Brenntag provides business-to-business distribution solutions for industrial and specialty chemicals globally. With over 10,000 products and a vast supplier base, Brenntag offers one-stop shop solutions to more than 150,000 customers. The value-added services include just-in-time delivery, product mixing, formulation, repackaging, inventory management, drum return handling as well as technical services. Headquartered in Mülheim an der Ruhr, Germany, Brenntag operates a global network with more than 400 locations in more than 60 countries. In 2009 the company realized global sales of EUR 6.4 billion (USD 8.9 billion) with approximately 11,000 people.
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 Australia, Canada, Japan, or the United States or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to herein may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. 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. The offer and sale of the securities referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada or Japan. There will be no public offer of the securities in the United States.
Investors should no purchase or subscribe for any shares referred to in this press release except on the basis of information in the prospectus issued by the Brenntag AG (the “Company”)in connection with the offering of such shares and approved by the German Financial Supervisory Authority (BaFin) on 15 March 2010. Copies of the prospectus are available free of charge from Brenntag AG (Corporate Communications, Stinnes-Platz 1, D-45472 Mülheim an der Ruhr, Germany) or on Brenntag’s website (www.brenntag.de).
This announcement is directed at and/or for distribution in the United Kingdom only to (i) persons who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities falling 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.
The contents of this announcement have been prepared by and are the sole responsibility of the Company. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement may include statements that are, or may be deemed to be, “forward-looking statements”. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “plans”, “projects”, “anticipates”, “expects”, “intends”, “may”, “will” or “should” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company’s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group’s business, results of operations, financial position, liquidity, prospects, growth, strategies and the asset management business. Forward-looking statements speak only as of the date they are made.
Each of the Company, Deutsche Bank, Goldman Sachs, BofA Merrill Lynch, J.P. Morgan (together the “Banks”) and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise.
The Banks are acting exclusively for the Company and no-one else in connection with the offer. They will not regard any other person as their respective clients in relation to the offer and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the offer, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
None of the Banks or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of announcement or its contents or otherwise arising in connection therewith.