DGAP-News: EDAG Engineering Group AG plans initial listing on 2 December: price range between EUR 19.00 and 24.00 per share
DGAP-News: EDAG Engineering Group AG / Key word(s): IPO
EDAG Engineering Group AG plans initial listing on 2 December: price range
between EUR 19.00 and 24.00 per share
20.11.2015 / 15:55
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.
EDAG Engineering Group AG plans initial listing on 2 December: price range
between EUR 19.00 and 24.00 per share
-Offer period will commence on 23 November 2015 and is expected to end on
1 December 2015
-Current sole shareholder ATON will place up to 10.0625 million of a total 25
million shares (40.25 per cent)
-At the mid-point of the price range and subject to a full exercise of the
Greenshoe option, the issue volume will be EUR 216.3 million
-Trading on the regulated market of the Frankfurt Stock Exchange (Prime
Standard) is expected to commence on 2 December 2015
Arbon, 20 November 2015.EDAG, an independent engineering services provider for
the global automotive industry, has announced the offer details for its initial
public offering (IPO). The price range for the EDAG shares has been fixed at EUR
19.00 to EUR 24.00 per share. The offer period will commence on 23 November 2015
and is expected to end on 1 December 2015. After the successful completion of
the offer, trading in the company's shares on the regulated market of the
Frankfurt Stock Exchange (Prime Standard) is expected to commence on 2 December
2015. The offer consists of 8.75 million bearer shares of EDAG Engineering Group
AG and of additional 1.3125 million bearer shares in connection with a potential
over-allotment. All shares will come from the holdings of the sole current
shareholder ATON GmbH, the investment company of the Helmig family. Assuming
that all shares are placed and the Greenshoe option is fully exercised,
post-transaction free float will amount to up to 40.25 per cent of EDAG's share
capital. At the mid-point of the price range, the expected issue volume will
amount to approx. EUR 216.3 million. ATON plans to remain a significant
long-term shareholder in EDAG after the IPO.
Thomas Eichelmann, CEO of ATON GmbH and chairman of the board of directors of
EDAG, comments: "EDAG is one of the world's largest independent engineering
services providers in the automotive industry. As a globally operating firm with
expertise across all areas of vehicle construction, EDAG is in an excellent
position to grow above-average and profitably in this market. The IPO is the
right step for EDAG in order to press on with its successful growth strategy
together with the long-term oriented shareholder ATON and new shareholders."
Additional offer details
EDAG and the existing shareholder (and other companies controlled by the Helmig
family if applicable) will not be allowed to sell or redeem shares during a 180
day period from the first day of trading (lock-up period).
The international securities identification number (ISIN) is CH0303692047, the
German securities code (WKN) is A143NB.
The prospectus for the planned initial public offering has been approved by the
German regulator, theBundesanstalt für Finanzdienstleistungsaufsicht(BaFin), and
is available for downloading on the company's website under the URL
http://ir.edag.com/ipo.
Morgan Stanley and Deutsche Bank act as joint global coordinators and joint
bookrunners for the IPO process. Commerzbank and M.M. Warburg have been mandated
as co-lead managers.
Basic Information
First day of trading Expected for 2 December 2015
Offer period The offer period will commence on 23 November
2015 and is expected to end on 1 December 2015 at 12:00 noon CET for private
investors and at 15:00 CET for institutional investors
Price range EUR 19.00 to EUR 24.00 per share
Offer volume/ Issuance proceeds Total volume of EUR 216.3 million at the
mid-point of the price range (subject to the exercise of the Greenshoe option)
and EUR 188.1 million (without exercise of the Greenshoe option)
Type of issue Public offering of shares in the Federal
Republic of Germany and the Grand Duchy of Luxembourg as well as private
placements in certain jurisdictions outside Germany and Luxembourg
In the United States of America, the company's
shares will be offered and sold only to qualified institutional buyers as
defined in Rule 144A under the U.S. Securities Act of 1933 (as amended); outside
of the United States of America, the company's shares will be offered and sold
only in offshore transactions in reliance on Regulation S of the Securities Act
Stock exchange Frankfurt Stock Exchange (Prime Standard)
Syndicate banks Morgan Stanley and Deutsche Bank as joint global
coordinators and joint bookrunners; Commerzbank and M.M. Warburg as co-lead
managers
Lock-up period Company: 180 days
Selling shareholder: 180 days
Companies controlled by the Helmig family: 180
days
ISIN CH0303692047
WKN A143NB
Ticker symbol ED4
Press enquiries
Nina Rosen
Tel: +(49) 0611- 7375 370
eMail: nina.rosen@edag.de
About EDAG
EDAG is an independent engineering services provider for the global automotive
industry. The company serves leading domestic and international vehicle OEMs and
sophisticated automotive suppliers through a global network of 57 locations in
important automotive centres worldwide. EDAG offers complementary engineering
services in the Vehicle Engineering, Electrics/Electronics and Production
Solutions segments. Based on these extensive capabilities, EDAG can support its
clients along the entire value chain from the original design idea to product
development and prototype construction and all the way to the delivery of
turnkey production systems. As a technology and innovation leader, EDAG also
operates established competence centres that design landmark technologies for
future applications in the automotive industry, i.e. lightweight construction,
electric mobility, car IT and new production technology. In the financial year
2014, EDAG generated Core Revenue of EUR 634.7 million and an Adjusted Core
EBIT of EUR 53.2 million. As at 30 September 2015, 8,063 employees (including
apprentices) worked for EDAG in 19 countries.
Disclaimer
This announcement does not contain or constitute an offer of, or the
solicitation of an offer to buy or subscribe for, securities.
This document contains forward-looking statements. These statements are based on
the current views, expectations and assumptions of the management of EDAG and
involve known and unknown risks and uncertainties that could cause actual
results, performance or events to differ materially from those expressed or
implied in such statements. Actual results, performance or events may differ
materially from those described in such statements due to, among other things,
changes in the general economic and competitive environment, risks associated
with capital markets, currency exchange rate fluctuations and competition from
other companies, changes in international and national laws and regulations, in
particular with respect to tax laws and regulations, affecting EDAG, and other
factors. EDAG does not assume any obligations to update any forward-looking
statements.
This announcement is not a prospectus. Investors should not purchase or
subscribe for any shares referred to in this announcement except on the basis of
information in the prospectus to be issued by the company in connection with the
offering of such shares Copies of the prospectus are available free of charge
from EDAG Engineering Group AG, Schlossgasse 2, CH 9320 Arbon or on the
company's website via http://ir.edag.com. EDAG Engineering Group AG has been
established on 2 November 2015. Aton GmbH will contribute all of the shares in
EDAG Engineering Schweiz Sub-Holding AG, a joint-stock company under Swiss law
and current parent company of the EDAG Group, to EDAG Engineering Group AG by
way of contribution into the capital reserves without issuance of new shares or
any other compensation.
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.
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"). Any public offering of
securities to be made in the United States of America would be made by means of
a prospectus that could be obtained from EDAG and that would contain detailed
information about the company and management, as well as financial statements.
There will be no public offer of the securities in the United States of America.
Subject to certain exceptions under the Securities Act, 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.
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20.11.2015 Dissemination of a Corporate News, transmitted by DGAP - a service
of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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