SFS launches IPO on SIX Swiss Exchange Donnerstag, 03. April 2014 - 07:10
SFS launches IPO on SIX Swiss Exchange
News - 03. April 2014
SFS launches IPO on SIX Swiss Exchange
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For release in Switzerland. 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.
SFS is progressing with its plan, first announced in the spring of 2013, to list its shares on the SIX Swiss Exchange. The initial public offering (IPO) scheduled for the second quarter of 2014 will create a solid basis for a continuation of the dynamic development of the SFS Group.
At the 2013 Annual General Meeting in April 2013, the Board of Directors of SFS Group had informed the shareholders of its plan to broaden the company’s shareholder base and to gain access to the capital markets within the next 12 to 24 months. In the meantime, preparations have proceeded according to plan.
For the Annual General Meeting on April 4, 2014, the Board of Directors has proposed resolutions for the creation of the required authorised share capital and on other corporate requirements in relation to the IPO. Assuming shareholders will approve these resolutions at the Annual General Meeting, the IPO of SFS Group is planned for the second quarter of 2014.
The offering is expected to comprise newly issued shares of SFS, as well as existing shares currently held by the founding families, with a view to create a sufficiently high attractive free float. The envisaged proceeds from the primary component of around CHF 300 million are planned to be used primarily to finance the accelerating organic growth and to strengthen the group’s global presence. At the same time, by going public SFS will provide its approximately 650 existing shareholders (founding families, current and retired employees) with trading flexibility. The founding families consider themselves long-term shareholders and intend to hold approximately 55% of the share capital post the SFS Group IPO.
Heinrich Spoerry, Executive Chairman of the Board and CEO of SFS Group: “Through the IPO, SFS Group is seeking to enhance its growth, broaden its shareholder base and secure a sustainable long-term future for the company as an independent entity. The company is well prepared for this step. Its business performance, accounting transparency and corporate governance standards already meet the requirements of a listed company. I look forward to the growth opportunities that our listing on the SIX Swiss Exchange will enable."
Jens Breu, Chief Operating Officer of SFS Group: “The successful integration of Unisteel Technology Group was an important milestone for the business years 2012 / 2013. This allows us to further expand our presence and position in Asia, which represents an important market of the future. In addition, as a strong development and manufacturing partner, we intend to invest in further projects to support our customers in their quest for innovation.”
2013: Higher profits and expansion of capacity in North America and Asia
In 2013 SFS Group increased its sales by 11.5% to CHF 1.331 billion. Unisteel Technology Group, the Singapore-based manufacturer of miniature fastening elements for electronic devices (such as smartphones, tablets and hard disc drives) acquired by SFS Group in August 2012, contributed to a large part of this growth. Operating profit (EBIT) before amortization of intangible assets (EBITA) for 2013 increased by 38.9% to CHF 195.4 million as a result of the Unisteel acquisition, the focus on core business activities, and enhanced productivity and efficiency. The EBITA margin improved from 11.9% in the previous year to 14.7% in 2013 and net income by 17.7% to CHF 86.5 million.
SFS Group made numerous investments in its future growth and development in 2013. These included various projects to take advantage of potential synergies and leverage management resources of Unisteel Technology Group across SFS’s other operations in Asia. In China SFS constructed a new factory near the city of Guangzhou that is expected to begin production during the course of 2014. SFS also doubled the manufacturing floor space at its Medina factory in the US to create the capacity for new orders received by the Engineered Components segment.
Business update
The positive momentum from the third and fourth quarter of 2013 has continued into 2014. In the first quarter of 2014 SFS Group has experienced accelerated growth in its continued core businesses. This growth was supported by stronger demand in end markets as well as the launch of new products. The resulting improvements in the product mix had a positive effect on EBITDA and EBITA margins. SFS expects these general business trends to continue throughout 2014.
Credit Suisse and UBS Investment Bank are acting as Joint Global Coordinators and Joint Bookrunners for the IPO and Morgan Stanley is acting as Joint Bookrunner. The banking syndicate also includes Bank am Bellevue, Bank Vontobel AG and Züricher Kantonalbank as Co-Lead Managers as well as St. Galler Kantonalbank as Selling Agent.
Important Disclaimer
This publication may contain specific forward-looking statements, e.g. statements including terms like "believe", "assume", "expect", "forecast", "project", "may", "could", "might", "will" or similar expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which 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. Against the background of these uncertainties, readers should not rely on forward-looking statements. SFS Holding AG (which is expected to be renamed SFS Group AG) assumes no responsibility to up-date forward-looking statements or to adapt them to future events or developments. EBITA is not a measure recognized by IFRS and may not be comparable to similarly titled measures used by other companies. EBITA has been calculated as operating profit (EBIT) before amortization of intangible assets.
This document is not an offer to sell or a solicitation of offers to purchase or subscribe for shares. 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. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction. A decision to invest in securities of SFS Holding AG (to be renamed SFS Group AG) should be based exclusively on the issue and listing prospectus published by SFS Holding AG (respectively SFS Group AG) for such purpose.
This communication is not for distribution in the United States, Canada, Australia or Japan and it does not constitute an offer or invitation to subscribe for or to purchase any securities in such countries or in any other jurisdiction. In particular, this document and the information contained herein is not for publication or distribution into the United States of America and should not be distributed or otherwise transmitted into the United States or to U.S. persons (as defined in the U.S. Securities Act of 1933, as amended (the "Securities Act")) or publications with a general circulation in the United States. The securities referred to herein have not been and will not be registered under the Securities Act, or the laws of any state and may not be offered or sold in the United States of America absent registration or an exemption from registration under Securities Act. There will be no public offering of the securities in the United States of America.
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 document 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 "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons").
This communication does not constitute an "offer of securities to the public" within the meaning of Directive 2003/71/EC of the European Union (the "Prospectus Directive") of the securities referred to in it (the "Securities") in any member state of the European Economic Area (the "EEA"). Any offers of the Securities 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 connection with the offer or sale of the securities referred to herein, the Joint Global Coordinators 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 Joint Global Coordinators in accordance with all applicable laws and rules. Save as required by law or regulation, the Joint Global Coordinators does not intend to disclose the extent of any stabilisation action. No representation is made as to whether the Joint Global Coordinators will engage in any stabilisation activity or that this activity, if commenced, will not be discontinued without notice.
For the avoidance of doubt, none of the Managers makes any representation or warranty that it intends to accept or be bound to any of the information contained herein nor shall the Joint Global Coordinators be obliged to enter into any further discussions or negotiations pursuant thereto but shall be entitled in their absolute discretion to act in any way that they see fit in connection with the potential transaction. Any discussions, negotiations or other communications that may be entered into, whether in connection with this communication or otherwise, shall be conducted subject to contract. No representation or warranty expressly or implicitly, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by any of the Joint Global Coordinators or any of their respective officers, employees or agents as to or in relation to the accuracy or completeness of this communication, publicly available information on the Company or any other written or oral information made available to any interested party or its advisors and any liability therefore whether in contract, tort or otherwise is hereby expressly disclaimed.
The Joint Global Coordinators Managers are acting on behalf of the Company and no one else in connection with the securities referred to herein and will not be responsible to any other person for providing the protections afforded to clients of the Managers, or for providing advice in relation to the securities referred to herein.
Disclaimer
The information contained on the following web pages is intended exclusively for Swiss residents who are physically located in Switzerland. The following information does not contain or constitute an offer to sell or a solicitation of any offer to buy securities in the United States of America ("U.S.") or in any other jurisdiction in which such offer or solici-tation is not authorized or to any person to whom it is unlawful to make an offer or solicitation. Users of this website are requested to inform themselves about and to observe any such restrictions. The securities of SFS Holding AG have not been and will not be reg-istered under the United States securities laws and may not be offered or sold in the United States [or to or for the account or the benefit of "U.S. persons" (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended ("Securities Act")] absent registration or an exemption from registration under the Securities Act. Neither SFS Holding AG nor its shareholders intend to register any portion of the offering in the United States or conduct a public offering of securities in the United States. The information contained on the following web pages may not be distributed outside of Switzerland, in particular not in the U.S.
This communication is only being distributed to and is only directed at persons who are outside the United Kingdom ("U.K.") (all such persons together being referred to as "relevant persons"). Any person who is not a relevant person should not act or rely on the following web pages or any of their contents. SFS Holding AG securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons and certain other persons to whom it may lawfully be communicated.
Some of the information published on this website contains forward-looking statements. Users are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those in the forward-looking statements as a result of various factors. SFS Holding AG undertakes no obligation to publicly update or revise any information or opinions published on the website. SFS Holding AG reserves the right to amend the information at any time without prior notice.
The information contained on this website may not be considered as being a substitute for economic, legal, tax or other advice, and users are cautioned not to base investment decisions or other decisions solely on the content of this website. An investment decision with respect to securities of SFS Holding AG must only be made on the basis of the Prospectus published in accordance with Swiss law. Users must consult their investment advisers or other advisers prior to making any investment decisions.
