EANS-Adhoc: Scan Energy A/S
Scan Energy sets price range for IPO at EUR 9.00
to EUR 13.00 per share
ad-hoc disclosure pursuant to section 15 of the WpHG transmitted by euro adhoc with the aim of a Europe-wide distribution. The issuer is solely responsible for the content of this announcement.
30.11.2009
Based on feedback from the roadshow meetings with institutional investors, the management of Scan Energy A/S and HSBC Trinkaus & Burkhardt, the Global Co-ordinator and Sole Bookrunner, have set the price range for the IPO and defined further details of the offering.
Investors will have the opportunity to place orders for the offered shares in Scan Energy (Ticker: 8SE; Common Code: 046594398; ISIN: DK0060197226) within a price range of EUR 9.00 to EUR 13.00 per share. The offering period starts on 1 December 2009 and expires on 7 December at 12.00 noon CET for retail and institutional investors. The trading of the shares on the Frankfurt Stock Exchange is expected to commence on 9 December 2009.
The offering consists of a public offering in Germany and private
placements in Denmark and in certain other jurisdictions outside
Germany and outside the U.S. Scan Energy offers up to 17,500,000 new
shares authorised to be issued by the company's general shareholders'
meeting. In addition, up to 2,625,000 existing shares from the
holdings of some of the current major shareholders are offered for
purposes of a potential over-allotment ("greenshoe"). If all shares,
including the greenshoe shares but excluding any warrants issued to
the subscribers who participated in the September 2009 share capital
increase, were placed, the free float of the company (excluding any
free float from the current shareholders) would amount to 48.6
percent following the completion of the offering.Assuming full placement of the new shares from the capital increase within the price range the company would generate gross issue proceeds of EUR 158 million to EUR 228 million.
The terms and conditions for the offering of the company's shares are set out in a prospectus dated and published on 19 November 2009 and in a supplement to the prospectus to be published immediately after approval. The prospectus is, and, following its approval, the supplement will be, available on the company's website (www.scan-energy.com), subject to certain restrictions, and on the Frankfurt Stock Exchange's website (www.deutsche-boerse.com).
As stated in the prospectus and its supplement, the price range will allow subscribers who participated in the September 2009 share capital increase against contributions in kind to exercise up to 933,903 warrants within a two-week period commencing on 3 February, 2010. These warrants were issued by the extraordinary General Shareholders' Meeting held on 20 October 2009 with the intention to ensure that these investors are treated equal to investors subscribing for the shares in the IPO.
HSBC Trinkaus & Burkhardt AG acts as Global Co-ordinator and Sole Bookrunner in Scan Energy´s IPO and Macquarie Capital (Europe) Limited and Société Générale Corporate & Investment Banking act as co-lead managers.
Scan Energy A/S, Flauenskjoldvej 30-34, 9352 Dybvad, Denmark, CVR-No. 73564913 ISIN: DK0060197226 Stock Exchanges: Regulated market (Prime Standard) of the Frankfurt Stock Exchange - admission pending
*** This document constitutes neither an offer to sell nor an invitation to buy securities in Germany, in the United States of America, in the United Kingdom, in Denmark or any other jurisdiction. No offer or sale of transferable securities is being, or will be, made to the public outside Germany. Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, (the "Securities Act"), and may not be offered or sold in the United States of America or to or for the account or benefit of "U.S. persons" (as such term is defined in Regulation S under the Securities Act) absent registration or pursuant to an available exemption from registration under the Securities Act. Any public offering of securities of Scan Energy A/S to be made in the United States of America would have to be made by means of a prospectus that could be obtained from Scan Energy A/S and that would contain detailed information about the company and management, as well as financial statements. Neither Scan Energy A/S nor its shareholders intend to register any securities referred to herein in the United States of America or to conduct a public offering of securities of the company outside Germany.
This document is only being distributed to and is only directed at
persons (i) who are outside the United Kingdom or (ii) 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, as amended, (the "Order") or (iii)
who fall within article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations etc.") of the Order (all such persons
together being referred to as "Relevant Persons"). 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.This document does not constitute an offer of securities to the public in Denmark and the securities referred to herein will and may not be offered to the public in Denmark.
A public offer in Germany will solely be made on the basis of the prospectus. The prospectus is, and any supplements thereto will be, published on the Company's website (www.scan-energy.com), subject to certain restrictions, as well as on the Frankfurt Stock Exchange's website (www.deutsche-boerse.com). They are also available in printed form free of charge during regular business hours at the Company's German office in Hamburg (Alter Fischmarkt 11, 20457 Hamburg, Germany) and at the offices of HSBC Trinkaus & Burkhardt AG, Königsallee 21/23, 40212 Düsseldorf.
Media contact: German media: FD, Dr. Lutz Golsch, T: +49 (0) 69 920 37-110, M: +49 (0) 173 651 77 10, lutz.golsch@fd.com
Danish media: Bottomline Communications, Steen F. Laursen, T: +45 39 14 00 09, M: +45 20 65 34 20, sfl@bottomline.dk
end of ad-hoc-announcement ========================================== ====================================== AD HOC RELEASE pursuant to Section 15 German Securities Trading Act (WpHG) and Section 27 Danish Securities Trading Act
end of announcement euro adhoc
Further inquiry note:
Claudine Schaetzle
Consultant
Tel.: +49/69-920 37-185
E-Mail: claudine.schaetzle@fd.com
Branche: Alternative energy
ISIN: DK0060197226
WKN: A0YEEQ
Börsen: Frankfurt / designated to listed: regulated dealing/prime
standard