OFFER PRICE FOR KLÖCKNER & CO AT EUR16 PER SHARE
- OFFER SIZE OF 264 MILLION AND 296 MILLION IF THE GREENSHOE IS FULLY EXERCISED - IPO OVERSUBSCRIBED AT ISSUE PRICE - CEO THOMAS LUDWIG: "WE ARE DELIGHTED ABOUT THE INVESTORS' CONFIDENCE"
ots-CorporateNews transmitted by euro adhoc. The issuer is responsible for the content of this announcement.
Duisburg, June 27,2006 - Today, Klöckner & Co Aktiengesellschaft, the selling shareholder Multi Metal Investment S.à r.l. and the Joint Bookrunners UBS Investment Bank, Deutsche Bank and JPMorgan jointly determined the offer price at EUR 16.00 per share. At the offer price the Klöckner & Co shares were oversubscribed. "We are very pleased with the success of our roadshow, especially as we celebrate our 100th anniversary on the first day of trading. Despite difficult market conditions, investors believe in the sustainability of our business model and in our strong upward potential in the long term," said CEO Thomas Ludwig. Based on the issue price, and including the new shares from the capital increase, the market capitalization will amount to EUR744 million. The company will receive gross proceeds of EUR104 million from a capital increase consisting of a total of 6.5 million new shares. The first day of trading on the Prime Standard Market of the Frankfurt Stock Exchange will be June 28, 2006. Based on the offer price, the offer size will be EUR264 million and EUR296 million if the greenshoe option is fully exercised. 10 million shares are being placed from the holdings of the selling shareholder, 6.5 million new shares from a capital increase and further 2 million additional shares from the holdings of the selling shareholder in connection with the overallotments. The free float will amount to around 40 percent if the greenshoe option is fully exercised. 98.7 percent of the 18.5 million offered shares were placed with institutional investors and 1.3 percent with private investors. All shares carry a full dividend entitlement for the financial year, which has commenced on January 1, 2006. The shares were allotted to private investors in Germany in compliance with the "Principles for the Allotment of Share Issues to Private Investors" issued by the Stock Exchange Commission of Experts at the Federal Ministry of Finance on June 7, 2000.The allocation to private investors was based upon uniform criteria by the Joint Bookrunners, i.e., each private investor received an identical percentage allotment of their demand. The selling shareholder will retain an interest of around 60 percent in the company if the greenshoe option is fully exercised. Under a lock-up agreement, the selling shareholder has undertaken to retain its remaining shares for a period of twelve months from the delivery of the shares. The company has agreed not to announce or effect any increases from authorized capital during this period, or to propose such increases to its general meeting. The company will receive gross proceeds of EUR104 million. After deduction of commissions, these will be used to further improve the capital structure of the Klöckner & Co Group and to repay third-party debt, thus generating additional headroom for growth. Specifically, the company is considering a partial redemption of the notes issued by Klöckner Investment S.C.A.
About Klöckner & Co Klöckner & Co is the largest producer-independent steel and metal distributor in the European and North American markets combined. The core business is the warehouse distribution of steel and non-ferrous metals. Around 200,000 active customers are served from around 240 distribution and service centers in 14 countries across Europe and North America. Klöckner & Co was founded by Peter Klöckner a century ago. In the financial year 2005, the company reported sales of around EUR5 billion, with a staff of around 10,000.
Contacts: Peter Ringsleben and Claudia Uhlendorf, Corporate Communications Klöckner & Co AG Am Silberpalais 1 47057 Duisburg
Peter Ringsleben Phone: +49 203 307 2800 Fax: +49 203 307 5060 E-mail: peter.ringsleben@kloeckner.de
Claudia Uhlendorf Phone: +49 203 307 2289 Fax: +49 203 307 5103 E-mail: claudia.uhlendorf@kloeckner.de
This publication is not for direct or indirect distribution in or into the United States (including its territories and outlying areas, any State of the United States and the District of Columbia). This publication does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities. The shares of Klöckner & Co AG referred to herein (the "Shares") may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The Shares have not been, and will not be, registered under the Securities Act and will not be publicly offered anywhere outside Germany. The offer in Germany will be made exclusively by means of and on the basis of a prospectus and the supplement No. 1 to the prospectuses, that have been published. That prospectus and the supplement No. 1 have been made available on the company website at www.kloeckner.de. The prospectus and the supplement No. 1 to the prospectus are available in printed from free of charge from the company and the Joint Bookrunners.
This ad hoc announcement does not constitute an offer of securities to the public in the United Kingdom. This ad hoc announcement is directed only at (i) persons who have professional experience in matters relating to investments and who fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order or to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons") or in circumstances in which section 21 of the FSMA does not apply to the Company. Any person who is not a relevant person must not act or rely on this communication or any of its contents. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons.
end of announcement euro adhoc 27.06.2006 23:44:45
Further inquiry note:
Claudia Uhlendorf
Public Relations
Telefon: +49(0)203-307-2289
E-Mail: claudia.uhlendorf@kloeckner.de
Branche: Metal Goods & Engineering
ISIN: DE000KCO1000
WKN: KCO100
Börsen: Frankfurter Wertpapierbörse / admission applied: official
dealing