Sif Roermond donderdag alsnog naar de beurs, 14 euro introductieprijs

Op 11 februari zag Sif op het allerlaatste moment af van een geplande beursgang vanwege de turbulentie toen op de financiële markten. De volatiliteit op de beurzen is de afgelopen weken afgenomen.

De aandeelhouders (grootaandeelhouder is Egeria) hopen ruim 100 miljoen euro op te halen. De introductieprijs van een aandeel is 14 euro. per aandeel.

Egeria bezit ruim 80 procent van de aandelen van Sif. De overige aandelen zijn in handen van de familie Schmeitz die het bedrijf oprichtte.

 

SIF RELAUNCHES LISTING PROCESS TODAY, FIRST TRADING EXPECTED ON THURSDAY 12 MAY 2016

Indicative price per share set at EUR 14.00

Roermond, the Netherlands – 9 May 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 and placement size for, and the publication of the prospectus in relation to, its planned placement and listing on Euronext Amsterdam.

The Placement consists of a secondary offering only, of up to approximately 35% of Sif’s issued ordinary shares (the “Placement” and the “Shares”) by GKSE Holding B.V. (the “Selling Shareholder”). The offer is limited to private placements to certain institutional investors in the Netherlands and various other jurisdictions. Listing of and first trading in the Shares on Euronext in Amsterdam are expected on 12 May 2016 (on an “as-if-and-when-issued” basis).

Jan Bruggenthijs, CEO of Sif:

“Since its establishment in 1948, Sif has grown from a metalworking firm to a leading company in its field with a focus on foundations for the offshore wind and oil & gas industry. As a trusted supplier of large steel tubulars, such as monopiles, transition pieces and pinpiles and legs for jackets, we have a very strong exposure to the high growth offshore wind market.

In readying Sif for the future, listing and trading on Euronext Amsterdam is an important and logical next step. It will strengthen our business profile and provide us with additional financial flexibility through access to capital markets to support our growth ambitions.
On 11 February 2016, we announced the postponement of our IPO due to high levels of uncertainty in global capital markets and unfavourable equity market conditions. In the meantime, we have kept a close eye on the financial markets’ developments. The level of interest we received from the investment community was and is encouraging and we look forward to further elaborate on our ambitious plans as a market leader in monopiles.”

Placement highlights

  •   The indicative price for the Placement is set at EUR 14.00 per ordinary share, valuing Sif at a post-listing equity value of EUR 357 million;
  •   The Placement 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. Sif’s issued share capital consists of 25,501,356 ordinary shares;
  •   In addition, the Placement will include an over-allotment option of up to an additional 10% of the total number of shares, representing up to 800,000 Shares, issued and transferred in the Placement (together, the “Placement Shares”). The over-allotment option consists of existing Shares only. Assuming full exercise of the over-allotment option following the closing of the Placement, the Shares will represent approximately 35% of the total issued share capital of the Company;

1

NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, OR JAPAN OR ANY JURISDICTION IN VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

  •   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 Shareholder will remain highly committed and hold a significant stake following the IPO;
  •   The Placement will amount up to EUR 112 million excluding the over-allotment option and up to EUR 123 million assuming full exercise of the over-allotment option;
  •   The Placement will be made to certain institutional investors in the Netherlands and to certain institutional investors in various other jurisdictions;
  •   Placement and subscription period commences at 9:00 CET today 9 May. The end of the Placement Period is expected at 16:00 CET on Wednesday 11 May 2016 (subject to any acceleration or extension of the timetable of the Placement);
  •   The final placement price and determination of the exact number of Placement Shares is expected to be announced and allocation is expected to take place on or about 11 May 2016 (subject to acceleration or extension of the timetable of the Placement); and
  •   Listing of and trading in the ordinary shares (on an “if-and-when-issued” basis) on Euronext Amsterdam under the symbol SIFG are expected to commence on 12 May 2016.

    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;
    •   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 net 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.

      Competitive strengths

      Sif is a leading manufacturer in a consolidated industry, characterised by high barriers to entry. Sif’s primary products are used as foundation components for the offshore wind and offshore oil & gas industries and consist of monopiles, transition pieces and tubular structures for jackets. Monopiles can be further divided into regular monopiles and XL monopiles (monopiles with a diameter of 7m or larger). Sif continuously invests in production equipment, in particular to increase its production capacities and flexibility to produce XL monopiles and to increase the level of automation.

      The latest investment, which is currently in progress, comprises modern dual assembly lines that join monopile sections into a complete monopile and a multi-bay coating facility at its new facilities at the Maasvlakte 2 in the Rotterdam harbour. This facility will enable Sif to complete, deliver, store and load XL monopiles of up to 11m in diameter, 120m in length and up to 2,000 tons in weight.

2

NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, OR JAPAN OR ANY JURISDICTION IN VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

Sif estimates an increase in installed annual theoretical production capacity of approximately 30% from 225 ktons to 300 ktons per year. Combined with Sif’s in-house technology and track record of quality and on-time delivery, Sif is well-positioned to capture incremental demand for XL monopiles.

Financial track record

For the full year 2015, which ended on 31 December 2015, contribution (defined as revenue minus cost of sales) amounted to EUR 100.5 million (2014: EUR 83.6 million). Sif considers contribution to be a better indicator for the performance of the business than revenue, since revenue is impacted by fluctuations in the cost of steel and by third- party and subcontractor services, which are both passed on to customers at no or a limited margin. Gross profit amounted to EUR 71.1 million for the full year 2015 (2014: EUR 56.8 million) and EBITDA reached a level of

EUR 55.3 million (2014: EUR 45.7 million). .

Further details of the Placement

Anticipated timetable

Subject to acceleration or extension, the timetable below sets forth certain expected key dates for the Placement:

  •   Placement Period commences on 9 May 2016 at 9:00 CET;
  •   Expected end of Placement Period on 11 May 2016 at 16:00 CET;
  •   Final pricing and allocation are expected to take place on 11 May 2016;
  •   Listing and first trading on an “as-if-and-when-issued” basis on Euronext Amsterdam is expected to commence on 12 May 2016; and
  •   Delivery of and payment for the Shares is expected to take place on 17 May 2016.

    Availability of the Prospectus

    The Offering is being made only by means of a prospectus, approved by the Netherlands Authority for the Financial Markets (AFM) (the “Prospectus”). Hardcopies of the Prospectus, including a Dutch language summary, may, subject to applicable securities law restrictions, be obtained free of charge as of today 9 May 2016, at no cost by contacting: ABN AMRO by email (corporate.broking@nl.abnamro.com), by phone (+31 20 344 2000) or in writing (ABN AMRO Bank N.V., attn Corporate Broking, HQ 7050, Gustav Mahlerlaan 10, 1082 PP Amsterdam, the Netherlands.) The prospectus is also available electronically via the website of Sif (www.sif-group.com), subject to securities law restrictions in certain jurisdictions or, for Dutch citizens only, via the website of Euronext Amsterdam N.V. (www.euronext.com).

    Underwriters

    ABN AMRO and HSBC are acting as Joint Global Coordinators on the Placement. ING and Rabobank are acting as Joint Lead Managers. ABN AMRO is acting as Listing & Paying Agent in the transaction. HSBC is acting as Stabilisation Agent on behalf of the Underwriters.