SIG plans IPO and listing on SIX Swiss Exchange Freitag, 14. September 2018 - 18:05
Neuhausen, Switzerland, September 3, 2018. SIG Combibloc Group (“SIG” or the “Company”), a leading provider of aseptic carton packaging solutions for the food and beverage industry, announces its intention to launch an Initial Public Offering (the “IPO”) and to list on SIX Swiss Exchange
- A global leader in aseptic carton packaging systems and solutions with exposure to growing and resilient end-markets
- Distinctive business model combining proprietary filling technology with additional services
- Long-term contracts with diversified blue-chip customer base in the food and beverage industry
- Strategy of continued product and solution innovation to support customer needs
- Proven track record of delivering long-term growth, margin expansion and strong cash generation
- Good growth momentum and a further increase in profitability demonstrated by H1 2018 results
- IPO is a natural next step in the Company’s growth strategy
- Investors can expect dividends in line with strong and increasing cash flows
- New board of independent Directors will be elected, chaired by the designated Chairman, Andreas Umbach
- IPO expected to include newly issued shares targeting primary proceeds of approximately €1 billion
- To further increase the Company’s free float, IPO may also include existing shares held by majority owner Onex (TSX: ONEX) and certain members of Management
- Depending on the size of any secondary share component, Onex is likely to retain a post-IPO shareholding of 50% or more
- Listing on SIX Swiss Exchange planned in the coming months, subject to market conditions
Rolf Stangl, CEO of SIG said: “SIG has a heritage as a Swiss industrials company going back over 160 years. Today, SIG is one of only two leading global system suppliers of aseptic carton packaging solutions. The planned IPO is a natural next step in our growth strategy as we continue to bring innovative products to the market and to expand in existing markets and new geographies. Our strong growth prospects and cash flow profile underpin our ability to reward investors with an attractive dividend policy going forward.”
Global leadership in systems and solutions for aseptic carton packaging
With revenue of €1,672 million and Adjusted EBITDA[1] of €480 million for the last 12 months to June 30, 2018, SIG is one of only two leading global system suppliers of aseptic carton packaging solutions. The aseptic packaging process allows beverages and liquid food to maintain their taste, appearance and nutritional qualities for up to 12 months without the use of refrigeration or preservatives. In 2017, SIG had an estimated 21% share of aseptic carton packaging volumes produced for liquid dairy, non-carbonated soft drinks and liquid food applications in its core geographies[2]. With its precision-engineered filling systems, SIG offers customers a high level of flexibility, with fast change-over times between carton sizes and shape formats, as well as the ability to fill a wide range of products with different viscosity levels and particulates. Through its carton sleeve technology SIG has become a market leader in aseptic carton packaging for liquids with particulates, which include fruit or cereal pieces in yogurts and non-carbonated soft drinks as well as chunky soups. These products have been developed to meet fast-growing consumer demand in a number of SIG’s key geographies.
Resilient end-markets benefiting from secular growth trends
SIG’s customers are principally engaged in selling food and beverage products, which are characterised by resilient, low-discretionary consumer demand and are therefore less susceptible to economic cycles than more discretionary products. Aseptic carton packaging is expected to benefit from secular growth trends in the food and beverage industry, such as rising consumption in developing economies, favourable shifts in demographics towards smaller households, premiumisation and increasing consumer demand for convenience and on-the-go consumption. Other significant growth drivers include greater penetration of ambient packaging in higher-growth developing economies due to the lack of a stable end-to-end cold chain infrastructure, increased food and beverage e-commerce sales and growing consumer health and wellness awareness. These drivers favour convenient packaging that preserves the nutritional value of its content without preservatives.
Proprietary and highly engineered full system offering
SIG is the only global aseptic system supplier with a proprietary, sleeve-fed system that has distinct economic and technological advantages over roll-fed systems and non-system suppliers. SIG’s sleeve-fed system can offer its customers a lower total cost of ownership as a result of the flexibility in changing carton sleeve sizes and shape formats on its filling machines, high overall production uptime and output due to the reliability of its system, and low waste rates both of packaging and the filled product. In addition, SIG’s system has superior capabilities for filling a wider range of liquids with different viscosity levels and particulates than the roll-fed systems with which it competes.
Successful business model with recurring revenue and attractive returns on investment
SIG’s business model is based on its proprietary filling machines at its customers’ facilities, which typically can be used only with SIG’s proprietary sleeves and closures. The Company’s installed base of filling machines supports the ongoing sale of sleeves and closures. As of June 30, 2018, there were approximately 1,150 SIG filling machines in the field in over 60 countries, which filled approximately 35 billion sleeves during the preceding 12 months. In addition, over 550 field service engineers provide customer support either from locations within the customers’ facilities or from widespread on-call service locations, helping to ensure a high degree of efficiency and production up-time.
Long-standing partnerships with diversified blue-chip customer base
SIG is a trusted partner for leading blue-chip customers and for established national and regional food and beverage companies. The Company sells its aseptic carton packaging solutions to over 270 customers worldwide and its relationship with its top ten customers is over 25 years on average. SIG is deeply involved in customers’ product development decisions, providing consumer-led innovation and collaborating in product formulation, as well as testing of new product concepts, with the aim of delivering the “Perfect Package” every time.
Strategy of continued product and solution innovation to support customer needs
Part of SIG’s strategy to drive increased customer demand for its products is to continue to introduce new and improved product and solutions offerings. These cover areas such as point-of-sale differentiation and positioning through new shapes and decorative features, consumer appeal and functionality through improved handling and pouring, and new features such as product traceability and digital marketing solutions. Through its formulation and filling capabilities SIG enables its customers to develop a range of products containing particulates. SIG also continually seeks to optimise the weight, format and design of its carton sleeves and closures, as well as to develop higher efficiency filling lines. Examples of recently launched innovations include the new premium packaging platform combismile, an innovative single-serve solution designed to meet growing consumer demand for on-the-go food and beverage consumption; Heat&Go,the leading microwaveability solution among aseptic carton packs capturing demand for easy-to-prepare warm and hot drinks as well as liquid food; and combiblocXSlim, a small-format beverage packaging providing a low-cost option relative to other substrates.
Resilient financial profile with track record of long-term growth, margin expansion and attractive cash generation
SIG’s attractive business model provides resilient, as well as foreseeable and recurring revenue streams. This resilience is evidenced by its long-term track record of revenue and earnings growth, with high and increasing margins and strong cash flow generation. Between 2007 and 2017, SIG’s revenue and Adjusted EBITDA grew organically at CAGRs of 4% and 7%, respectively. The strong business model coupled with continued focus on operational excellence contributed to an increase of 700 basis points in Adjusted EBITDA margins over the last decade (from 20% in 2007 to 27% in 2017).
Strategies in place for continued long-term growth
SIG intends to continue its record of long-term growth through a strategy of penetrating attractive new geographies and fast-growing niche categories and to pursue new, as well as expand existing, customer relationships. Substantial resources have been committed to improving SIG’s go-to market approach and sales force effectiveness, as well as its ability to offer a variety of high quality aseptic packaging products and solutions across regions. SIG’s expansion into attractive geographies where it has little to no presence today will also help to drive future growth.
Proven management team with successful track record and highly experienced Board of Directors
The Group Executive Board - led by Chief Executive Officer Rolf Stangl and Chief Financial Officer Samuel Sigrist - is highly experienced, with its members averaging 11 years with SIG. Together with the global workforce of approximately 5,000 employees, the management team has a strong track record of growing the business by building long-term customer partnerships, developing new technologies and expanding into high-growth countries. At the same time, the team has increased profitability through a focus on operational excellence, continuing cost optimisation initiatives and investing in higher value end-products and regions.
SIG’s Board of Directors is expected to comprise eight members who all have highly relevant experience and will be non-executive directors. The Board of Directors will be chaired by Andreas Umbach with further independent members including Matthias Währen (expected Chairman of the Audit and Risk Committee); Colleen Goggins (expected Chairwoman of the Compensation Committee); Werner Bauer, Wah-Hui Chu; and Mariel Hoch. In addition, two Onex representatives are expected to be on the board: Nigel Wright (expected Chairman of the Nomination and Governance Committee) and David Mansell.
Contributing positively to society and to the environment across the value chain
Corporate responsibility is at the core of SIG’s operations. The Company aims to pursue a net positive corporate footprint in the long run by contributing more to society and the environment than it takes out. SIG’s EcoVadis Gold status in the supplier sustainability rating put it in the top 1% of 30,000 participating companies in 2017. This rating is based on a detailed independent assessment of SIG’s policies, processes and performance based on specific criteria relating to the environment, society, ethics and the supply chain. SIG strives for certified sustainable supply of all materials, products and services. All of SIG’s liquid packaging board, its main raw material, is purchased from suppliers certified by the Forest Stewardship Council (“FSC”) and, to date, it is the only aseptic carton provider to announce that it offers 100% of its packs with the FSC label on the pack. SIG’s cartons are fully recyclable and have a 70-80% average renewable content. SIG has also launched innovative products such as the EcoPlus pack, which has a 28% improved CO2 emission impact compared to comparable packages in a similar format, and the SIGNATURE PACK, which is the first aseptic carton pack linked to 100% plant-based renewable materials via certified traceability and mass balancing.
Attractive dividend policy
SIG’s goal is to implement an attractive and sustainable shareholder return policy by providing a recurring and sustainable dividend to shareholders. In 2019, SIG expects to pay a dividend of approximately €100 million relating to the financial year ending December 31, 2018. From 2019 onwards, the Company plans a pay-out ratio of between 50% and 60% of Adjusted Net Income[3].
Transaction highlights
The intended IPO is expected to consist of a primary offering of approximately €1 billion. The expected net proceeds from the primary offering are intended to be used to delever the Company’s balance sheet to a target leverage ratio of 3.00-3.25x following the closing of the IPO. In order to further increase the Company’s free float, the base offering may be complemented by a potential offering of existing shares held by its current owners, including funds advised by affiliates of Onex and certain members of management. In addition, a standard over-allotment option is expected to be granted on a number of existing shares.
BofA Merrill Lynch, Credit Suisse and Goldman Sachs International are acting as Joint Global Coordinators and Joint Bookrunners for the planned IPO. Barclays, Citigroup, Morgan Stanley and UBS Investment Bank are acting as Joint Bookrunners, while UniCredit Bank AG and Vontobel are acting as Co-Lead Managers. N M Rothschild & Sons Limited is acting as independent financial adviser to SIG on the IPO.
[1] Adjusted EBITDA is EBITDA adjusted to eliminate (i) the impact of certain non-cash and other items that are included in profit or loss for the period that we do not consider indicative of our ongoing operating performance and (ii) certain unusual items impacting results in a particular period.
[2] Core geographies are defined as geographies with more than or equal to 100 million litres SIG sales volume (liquid dairy, non-carbonated soft drinks and food) in 2016 plus Canada, Belgium, Croatia and Serbia, which have lower sales volumes but have been strategically defined as core geographies.
[3] Adjusted Net Income is defined as profit or loss adjusted to exclude certain items of significant or unusual nature, including, but not limited to, the non-cash foreign exchange impact of non-functional currency loans, amortization of transaction costs and original issue discount, the net change in fair value of financing-related derivatives, PPA depreciation and amortization, adjustments made to reconcile EBITDA to Adjusted EBITDA and the estimated tax impact of the foregoing adjustments.
Investor contact:
Jennifer Gough
+41 52 674 6508
Director Investor Relations
SIG Combibloc Group AG
Neuhausen am Rheinfall, Switzerland
jennifer.gough@sig.biz
Media contacts:
Brunswick Group
Charlie Pretzlik
+44 20 7396 7436
cpretzlik@brunswickgroup.com
Sabine Morgenthal
+49 (69) 2400 5517
smorgenthal@brunswickgroup.com
Lemongrass Communications
Andreas Hildenbrand
+41 44 202 5238
andreas.hildenbrand@lemongrass.agency
About SIG
SIG is a leading systems and solutions provider for aseptic carton packaging. We work in partnership with our customers to bring food and beverage products to consumers around the world in a safe, sustainable and affordable way. Our unique technology and outstanding innovation capacity enable us to provide our customers with end-to-end solutions for differentiated products, smarter factories and connected packs, all to address the ever-changing needs of consumers.
Founded 1853, SIG is headquartered in Neuhausen, Switzerland. The skills and experience of our 5,000-plus employees worldwide enable us to respond quickly and effectively to the needs of our customers in over 60 countries. In 2017, SIG produced approximately 34 billion carton packs and generated €1.66 billion in revenue. For more information, visit www.sig.biz.
Further information on the expected members of the Board of Directors:
Andreas Umbach, designated Chairman
Andreas Umbach is a Swiss and German citizen and is expected to serve as the Chairman of the Board of Directors. Mr. Umbach currently serves as the chairman of the board of directors of Landis+Gyr Group AG, the chairman of the board of directors of Ascom Holding AG, where he previously served as a director from 2010 to 2017, and as a member of the board of directors of WWZ AG. Mr. Umbach previously served as a member of the board of directors of Lichtblick AG from 2012 to 2016. From 2002 to 2017, Mr. Umbach was the President and CEO/COO of Landis+Gyr AG. Prior to serving as CEO, Mr. Umbach served as President of the Siemens Metering Division within the Power Transmission and Distribution Group and held other positions within Siemens. Mr. Umbach holds an MBA from the University of Texas at Austin and an MS in Mechanical Engineering from the Technical University of Berlin.
Matthias Währen, designated Chairman of the Audit and Risk Committee
Matthias Währen is a Swiss citizen and is expected to serve as a member of the Board of Directors. Mr. Währen currently serves as a member of the board of trustees of the Givaudan Foundation and a member of the board of directors of Kemptthal Immobilien Nord AG. Mr. Währen previously served as a member of the regulatory board of SIX from 2006 to 2017, a member of the board of directors of scienceindustries from 2009 to 2017, a member of the board of directors of SwissHoldings from 2015 to 2017 and a member of the board of directors of various Givaudan subsidiaries from 2005 to 2017. Most recently, he served as CFO and a member of the Executive Committee of Givaudan SA from 2005 until his retirement in 2017. Prior to that, he served as the Global Head of Finance and Informatics of the Roche Vitamin Division and held a variety of other positions at Roche, including Vice President Finance and Informatics at Roche USA, Nutley, New Jersey, Head of Finance and Information Technology at Nippon Roche, Tokyo and Finance Director of Roche Korea. Mr. Währen started his career in Corporate Audit of Roche in 1983. Mr. Währen holds a Master’s in Economics from the University of Basel, Switzerland.
Colleen Goggins, designated Chairwoman of the Compensation Committee
Colleen Goggins is an American citizen and is expected to serve as a member of the Board of Directors. Since 2015, she has served as an advisory board member for the Company. Ms. Goggins also currently serves as a member of the board of directors of TD Bank Group, a member of the supervisory board of Bayer AG and a member of the board of directors of IQVIA, where she sits on the audit and nominating and governance committees. She previously served as a supervisory board member for KraussMaffei from 2013 to 2016 and as a member of the board of directors of Valeant Pharmaceuticals International from 2014 to 2016, where she was a member of the nominating committee and special ad hoc committee. Prior to that, Ms. Goggins worked at Johnson & Johnson until 2011, where she held various leadership positions, including Worldwide Chairman, Company Group Chairman, and President of the Johnson & Johnson Consumer Products Company, among others, and she served as a member of the executive committee. Ms. Goggins holds a BS in Food Chemistry from the University of Wisconsin and a Masters of Management from the Kellogg School of Management at Northwestern University.
Werner Bauer
Werner Bauer is a Swiss and German citizen and is expected to serve as a member of the Board of Directors. Since 2015, he has served as an advisory board member for the Company. Mr. Bauer currently serves as vice chairman of the boards of directors of Givaudan SA and Bertelsmann SE & Co. KGaA, chairman of the board of trustees at the Bertelsmann Foundation, and as a member of the boards of directors of Lonza Group AG and GEA-Group AG. Prior to that, he served in a number of other board positions, including chairman of the board of directors of Nestlé Deutschland AG from 2005 to 2017 and chairman of the board of directors of Galderma Pharma SA from 2011 to 2014, among others. Most recently, Mr. Bauer was the Executive Vice President and Head of Innovation, Technology, Research & Development for Nestlé SA from 2007 to 2013, and prior to that, he served as Executive Vice President and Head of Technical, Production, Environment, Research & Development for Nestlé SA and held other positions within Nestlé. Mr. Bauer started his career in 1980 as a Professor in Chemical Engineering at Technical University in Hamburg, after which he was a Professor in Food Process Technology and Director of the Fraunhofer Institute for Food Technology & Packaging at the Technical University of Munich. Mr. Bauer holds a diploma and PhD in Chemical Engineering from the University of Erlangen-Nürnberg.
Wah-Hui Chu
Wah-Hui Chu is a Chinese citizen and is expected to serve as a member of the Board of Directors. Since 2015, he has served as an advisory board member for the Company. Mr. Chu currently serves as the Founder and Chairman of iBridge TT International Limited (Hong Kong) and a member of the board of directors of Mettler Toledo International. From 2013 to 2014, Mr. Chu served as the CEO and a member of the board of directors of Tingyi Asahi Beverages Holding, and from 2008 to 2011, he acted as Executive Director and CEO of Next Media Limited. He also served as chairman of PepsiCo Investment (China) Limited from 1998 through 2007, and again from 2012 to 2013. Mr. Chu spent many years as an executive at PepsiCo, serving as non-executive Chairman of PepsiCo International’s Asia Region and President of PepsiCo International — China Beverages Business Unit. Before joining PepsiCo, Mr. Chu held management positions at Monsanto Company, Whirlpool Corporation, H.J. Heinz Company and the Quaker Oats Company. Mr. Chu holds a BS from the University of Minnesota and an MBA from Roosevelt University.
Mariel Hoch
Mariel Hoch is a Swiss and German citizen and is expected to serve as a member of the Board of Directors. Ms. Hoch has been a partner at the Zurich law firm Bär & Karrer since 2012. She currently serves as a member of the boards of directors of Comet Holding AG, where she sits on the nomination and compensation committee, Adunic AG and MEXAB AG. She is also a member of the foundation board of The Schörling Foundation and co-chair of the Zurich Committee of Human Rights Watch. Ms. Hoch was admitted to the Zurich bar in 2005 and holds a PhD from the University of Zurich and a law degree from the University of Zurich.
Nigel Wright, designated Chairman of the Nomination and Governance Committee
Nigel Wright is a Canadian citizen and has been a member of the Board of Directors since 2014. Mr. Wright is a Managing Director at Onex, where he manages European origination efforts in the Business Services, Consumer, Retail and Restaurant, and Packaging sectors for Onex’s large-cap fund, Onex Partners. Mr. Wright joined Onex in 1997, however from 2010 to 2013, he worked as Chief of Staff for the Prime Minister of Canada. Prior to joining Onex, Mr. Wright was a partner at the law firm of Davies, Ward & Beck, and before that he worked in policy development in the Office of the Prime Minister of Canada. Mr. Wright holds an LL.M. from Harvard Law School, an LL.B. (Honours) from the University of Toronto Law School and a Bachelor’s Degree in Politics and Economics from Trinity College at the University of Toronto.
David Mansell
David Mansell is a Canadian and Irish citizen and is expected to serve as a member of the Board of Directors. Since 2015, he has served as an advisory board member for the Company. Mr. Mansell is a Managing Director at Onex, where he is responsible for global origination efforts in the Consumer and Packaging sectors for Onex’s large-cap fund, Onex Partners. He currently serves as a member of the board of directors of sgsco. Prior to joining Onex in 2002, Mr. Mansell worked at McKinsey & Company in Toronto, Canada and New York, USA, and prior to that, he worked for Grant Thornton in Johannesburg, South Africa. Mr. Mansell holds an MBA (with Distinction) from Harvard Graduate School of Business Administration and a Bachelor of Commerce (Honours) degree from the University of the Witwatersrand in South Africa. He has previously qualified as a Chartered Accountant in South Africa.
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The contents of this announcement have been prepared by and are the sole responsibility of SIG Combibloc Group (“SIG” or 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 by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.
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This announcement is not and does not contain or constitute an offer to sell or a solicitation of offers to purchase or subscribe for shares of the Company to any person in the United States, Australia, Canada or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The shares referred to herein may not be offered or sold in the United States unless registered under the US Securities Act of 1933, as amended (the “Securities Act”), or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. The offer and sale of shares referred to herein have not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada or Japan. Subject to certain exceptions, the shares 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. There will be no public offering of the shares in the United States of America, Australia, Canada or Japan.
This announcement 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. Investors should not subscribe for or purchase any shares referred to in this announcement except on the basis of information in any prospectus (and any supplement(s) thereto) which may be published by the Company in due course for such purpose. Copies of any prospectus will, following publication, be available from the Company’s registered office. This announcement does not constitute a recommendation regarding the shares referred to herein.
The information contained herein does not constitute an offer of securities to the public in the United Kingdom. No prospectus offering securities to the public will be published in the United Kingdom. This announcement is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “FSMA Order”) or (iii) persons falling within Articles 49(2)(a) to (d), “high net worth companies, unincorporated associations, etc.” of the FSMA Order, or (iv) persons to whom an invitation or inducement to engage in investment activity within the meaning of Section 21 of the Financial Services and Markets Act 2000 may otherwise be lawfully communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). The shares referred to herein are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such shares will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.
In member states of the European Economic Area (“EEA”) (each, a “Relevant Member State”), this announcement and any offer if made subsequently is directed only at persons who are “qualified investors” within the meaning of the Prospectus Directive. For these purposes, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.
This announcement may contain statements that are, or may be deemed to be, “forward-looking statements”, e.g., statements including terms like “believe”, “assume”, “expect”, “forecast”, “project”, “may”, “could”, “might”, “intend”, “will” or similar expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may result in a substantial divergence between the actual results, financial situation, development or performance of the Company and those explicitly or implicitly presumed in these statements. 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 or strategies. Forward-looking statements speak only as of the date they are made. Against the background of these uncertainties, readers should not rely on forward-looking statements. Each of the Company and the Managers (as defined below) assumes no responsibility and expressly disclaims any obligation or undertaking to up-date forward-looking statements or to adapt them to future events or developments.
The date on which the shares may be listed and admitted to trading on the SIX Swiss Exchange Ltd. (“Admission”) may be influenced by things such as market conditions. There is no guarantee that Admission will occur and you should not base your financial decisions on the Company’s intentions in relation to Admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the IPO. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the IPO for the person concerned.
Credit Suisse AG, Goldman Sachs International, Merrill Lynch International, Barclays Bank PLC, Citigroup Global Markets Limited, Morgan Stanley & Co. International plc, UBS AG, UniCredit Bank AG and Bank Vontobel AG (together, the “Managers”) are acting exclusively for the Company and no-one else in connection with the proposed IPO. They will not regard any other person as their respective clients in relation to the IPO and will not be responsible to anyone other than Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the IPO, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the proposed IPO, the Managers and any of their affiliates, may take up a portion of the shares in the IPO as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of the Company or related investments in connection with the IPO or otherwise. Accordingly, references in the final prospectus, once published, to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by the Managers and any of their affiliates acting in such capacity. In addition, the Managers and any of their affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which the Managers and any of their affiliates may from time to time acquire, hold or dispose of shares. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
None of the Managers, or any of their respective affiliates or its or 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 this announcement or its contents or otherwise arising in connection therewith.
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