Sunrise: Full exercise of over-allotment option Mittwoch, 11. Februar 2015 - 19:00
Media release
Zurich, February 11, 2015
Full exercise of over-allotment option
Sunrise Communications Group AG ("Sunrise") announces that the Joint Bookrunners, on behalf of the syndicate of banks, have exercised the over-allotment option of its Initial Public Offering ("IPO") of 4,137,931 shares at the offer price of CHF68 per share in full.
Including the shares placed in connection with the over-allotment option, a total of 33,448,276 shares have been sold in the IPO of Sunrise. The total placement volume therefore amounts to CHF2,274 million. As a result of the exercise of the over-allotment option, the free float will be approximately 75%. The 4,137,931 shares covering the over-allotment option are registered existing shares sold by Mobile Challenger Group S.à r.l.
Deutsche Bank and UBS are acting as Joint Global Coordinators and Joint Bookrunners on the IPO. Berenberg and Morgan Stanley are acting as additional Joint Bookrunners, while Bank Vontobel is acting as Co-Lead Manager in connection with the IPO. Lilja & Co. is acting as the independent adviser to CVC and Sunrise.
For further details, please contact:
Stefan Kern
Head of Corporate Communications
Sunrise Communications AG
Telefon: 0800 333 000
from abroad: +41 58 777 76 66
Uwe Schiller
Head of Investor Relations
Sunrise Communications AG
Telefon: +41 58 777 96 86
About Sunrise
Sunrise is listed on the SIX Exchange in Zurich and is the second largest integrated telecommunications provider in Switzerland, based on revenues, and the leading alternative operator in both the mobile and landline retail voice markets, with approximately 2.5 million mobile and 0.4 million landline customers respectively as of December 31, 2014. Sunrise is the third-largest landline internet provider with approximately 327 thousand subscriptions and 107 thousand IPTV subscriptions as of December 31, 2014.
Sunrise offers a broad range of services, including mobile voice and data, landline voice & other (retail voice, business services and wholesale voice) and landline internet & IPTV, to both residential and business customers as well as to other operators. Sunrise has been consistently innovating in recent months notably through the successful launches of Sunrise Freedom (de-coupling of mobile hardware without fixed contract terms for the mobile service), Sunrise Home (flexible new fixed offering) as well as Sunrise Advantage (convergence offering). These recent innovations underpin Sunrise's commitment to deliver a best-in-class convergent experience.
The company markets its services primarily through the Sunrise brand and addresses clearly defined market segments with a multi-brand strategy through the MTV (Young & Youth), the yallo, Ortel and Lebara (Ethno) and Business Sunrise brands (business customers). Sunrise benefits from a 10,800 km nationwide state-of-the-art fiber network backbone. Sunrise provides mobile services through its own network based on GSM/GPRS/EDGE, UMTS/HSPA and LTE/4G technologies. As of December 31, 2014, Sunrise's UMTS/HSPA coverage was > 99% while its LTE/4G coverage had already reached approximately 85%. On the fixed side, Sunrise leverages more than 600 points of presence in its fully-invested LLU network, with a coverage of approximately 85% of households in Switzerland. The company has full access to the most advanced next-generation fiber technologies, such as vectoring, FTTS, FTTB and FTTH thanks to its partnerships with Swisscom, SFN and local utilities.
For the financial year ended December 31, 2013, the Company generated total revenue of CHF 2,021.2 million and Adjusted EBITDA of CHF 620.3 million. With offices all over Switzerland and its Headquartered in Zurich, Sunrise had a total of 1,852 FTE as of September 30, 2014.
For more information regarding Sunrise, please visit: www.sunrise.ch.
About CVC
CVC Capital Partners ('CVC') is one of the world's leading private equity and investment advisory firms. Founded in 1981, CVC today has a network of more than 20 offices and over 300 employees throughout Europe, Asia and US.
Currently, CVC manages funds on behalf of over 300 investors from North America, Europe, Asia and the Middle East, who entrust their capital to CVC for periods of 10 years or more. Raised from pension funds, financial institutions and various other partners, CVC funds seek to identify attractive investments and develop sustainable, long-term value in close partnership with management teams. To date, CVC has secured commitments of US$72 billion from some of the world's most discerning investors across our European and Asian private equity and credit funds. CVC has completed over 300 investments in a wide range of industries and countries across the globe, with an aggregate enterprise purchase value of over US$150 billion. In total, the CVC Group manages over US$50 billion of assets. Today, CVC funds have stakes in more than 60 companies worldwide, employing around 400,000 people in numerous countries. Together, these companies have combined annual sales of approximately US$120 billion.
Legal Notice
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.
This announcement is not an offer to sell, or a solicitation of an offer to purchase, any securities of the Company, nor shall it or any part of it form the basis of, or be relied on in connection with any contract or investment decision. This announcement is not for publication or distribution (directly or indirectly) in or to the United States, Canada, Australia, Japan or any other jurisdiction in which such distribution would be unlawful.
This announcement is not an offer of securities for sale in the United States. The securities to which this announcement relates have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. There will not be a public offering of securities in the United States.
This announcement is not an offering circular within the meaning of Article 652a of the Swiss Code of Obligations, nor is it a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange or a prospectus under any other applicable laws. Investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information in any prospectus (and any supplement(s) thereto) which may be published in due course. Copies of any prospectus will, following publication, be available from the Company’s registered office. This document does not constitute a recommendation regarding the shares.
This announcement is not an invitation nor are they intended to be an inducement to engage in investment activity for the purpose of Section 21 of the Financial Services and Markets Act 2000, as amended (“FSMA”). In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, “qualified investors” (as defined in section 86(7) of the FSMA) and who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the FSMA (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 together being referred to as “relevant persons”). Persons in the United Kingdom who are not relevant persons should not take any action on the basis of this announcement and should not act or rely on it.
This announcement does not constitute an "offer of securities to the public" within the meaning of Directive 2003/71/EC of the European Union, as amended (the "Prospectus Directive") of the securities referred to herein in any member state of the European Economic Area (the "EEA"). Any offers of the securities referred to in this announcement 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 any EEA Member State that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State.
This announcement contains statements that are, or may be deemed to be, forward-looking statements. In some case, these forward-looking statements can be identified by the use of forward-looking terminology or subjective assessments, including the words “expects”, “targets”, “designed”, “intends” or “plans” or comparable terminology or by discussions of plans, objectives, targets, goals, future events or intentions. These forward-looking statements include matters that are not historical facts or which may not otherwise be provable by reference to past events, and are based on assumptions. By their nature, forward-looking statements are subject to known and unknown risks and uncertainties because they relate to events and/or depend on circumstances that may or may not occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these statements and forecasts. Past performance of the Company cannot be relied on as a guide to future performance.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. Neither the Company nor any other person undertakes any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.
Each of the Joint Global Coordinators, Joint Bookrunners and the Co-Lead Manager is acting exclusively for the Company in connection with the planned offering. They will not regard any other person as their respective client in relation to the planned offering and will neither be responsible nor provide protection to anyone other than the Company, nor will they provide advice to anyone other than the Company in relation to the planned offering, the contents of this announcement or any other matter referred to herein.
In connection with the offer or sale of the securities referred to herein, the underwriters 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 underwriters in accordance with all applicable laws and rules. Save as required by law or regulation, the underwriters do not intend to disclose the extent of any stabilisation action. No representation is made as to whether the underwriters will engage in any stabilisation activity or that this activity, if commenced, will not be discontinued without notice.

