OFFER PERIOD SIF IPO STARTS TODAY, FIRST TRADING EXPECTED ON FRIDAY 12 FEBRUARY
Indicative price range EUR 14.00 to EUR 17.00 per share
Roermond, the Netherlands – 1 February 2016. Sif Holding N.V. (“Sif” or the “Company”), a leading manufacturer of large steel tubulars which are used as foundation components for the offshore wind and offshore oil & gas markets, today announces the indicative price range and offer size for, and the publication of the prospectus in relation to, its planned initial public offering (the “IPO”) on Euronext Amsterdam.
The IPO consists of a secondary offering only of up to approximately 36% of Sif’s issued ordinary shares (the “Offering” and the “Shares”) by GKSE Holding B.V. (the “Selling Shareholder”). Listing of and first trading in the Shares on Euronext in Amsterdam are expected on Friday 12 February 2016.
· The indicative price range for the Offering is set at between EUR 14.00 and EUR 17.00 per ordinary share, valuing Sif at a post IPO equity value of EUR 357 to EUR 434 million;
· The Offering will consist of a secondary offering only, of up to 8 million Shares by the Selling Shareholder, representing approximately 31% of Sif’s ordinary shares, excluding the over-allotment option. Post IPO, Sif’s total share capital will consist of 25,501,356 ordinary shares;
· In addition, the Offering will include an over-allotment option of up to an additional 15% of the total number of offer shares, representing up to 1.2 million Shares, issued and transferred in the Offering (together, the “Offer Shares”). The over-allotment option consists of existing Shares only. Assuming full exercise of the over-allotment option following the closing of the Offering, the offered Shares will represent approximately 36% of the total issued share capital of the Company;
· Through the Selling Shareholder, Egeria Capital B.V. indirectly holds approximately 82.5% of the Shares and the founding family members and former management hold approximately 17.5% of the Shares. The selling shareholders will remain highly committed and hold a significant stake following the IPO;
· Within the price range, the Offering will amount up to EUR 112 – EUR 136 million excluding the over-allotment option and up to EUR 129 – EUR 156 million assuming full exercise of the over-allotment option;
· The Offering will be made to institutional and retail investors in the Netherlands and to certain institutional investors internationally. There will be a preferential allocation to eligible retail investors in the Netherlands;
· Offer and subscription period for both institutional and retail investors commences at 9:00 CET today. The end of the offering period is expected at 17:30 CET on 10 February 2016 for retail investors and at 14:00 CET on 11 February 2016 for institutional investors (subject to acceleration or extension of the timetable of the Offering);
· Final offer price and determination of the exact number of Offer Shares is expected to be announced and allocation is expected to take place on or about 11 February 2016 (subject to acceleration or extension of the timetable of the Offering);
· Listing of and trading in the ordinary shares (on an “if-and-when-delivered basis”) on Euronext Amsterdam under the symbol SIFG are expected to commence on 12 February 2016.
· The prospectus relating to the Offering as approved by the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten, the “AFM”) on 1 February 2015 is available on Sif’s website (www.sif-group.com);
Key investment highlights
· Sif has a unique proposition based on high growth of the European offshore wind market, which resulted in a leading position in foundations in the greater North Sea region;
· Operates in a consolidated industry, characterised by high barriers to entry;
· Attractive business model offering high visibility, flexibility and capital efficiency;
· A track record of profitability and strong cash conversion;
· History of profitability and strong return on capital employed;
· Strong position in oil & gas tubular components, with flexibility to deploy capacity to other markets;
· Anticipated ordinary dividend pay-out ratio will range between 25-40% of Sif’s profit in any given year, depending on the Company’s profit in that year, the liquidity position and leverage at that time;
· Led by a senior management team consisting of four members with deep sector knowledge and industry experience of over 25 years on average.
Jan Bruggenthijs, CEO of Sif: “The launch of our IPO today and the anticipated listing is an important and logical next step in readying Sif for the future. It will strengthen our business profile and provide us with additional financial flexibility through access to capital markets to support our growth ambitions. As a trusted partner to a large customer base, we have a very strong exposure to the high growth offshore wind market. Also we have maintained a strong market leading position in offshore oil & gas industry for the North Sea region, particularly in heavy weight foundation components.
The positive feedback and level of interest we received from the investment community is very encouraging and we look forward to meeting investors and sharing our ambitious plans as a first mover and market leader in monopiles. We believe we offer investors a unique proposition based on this anticipated growth.”