Not for publication in the United States of America, Canada, Australia and Japan
Initial public offering of shares in Zumtobel AG: biggest IPO by an industrial company in Austria in the last six years
Vienna, Austria. The initial public offering of shares in Zumtobel AG is entering the decisive phase. The shareholders, Executive Board and syndicate banks have determined the conditions for the offering. The price range for the shares is between 19 and 22 euros. Investors can subscribe for shares within this price range starting on April 27, and probably until May 10. The first listing of the shares is planned for May 12. In the course of the IPO of Zumtobel AG, investors will be able to subscribe for up to 17,700,638 old shares from the portfolios of existing shareholders and up to 7,895,000 new shares from an increase in share capital. At the mean value of the price range, this corresponds to a total placement volume of up to approximately EUR 525 million, not including the greenshoe option. That makes the Zumtobel AG IPO the largest by an Austrian industrial company in the last six years.
The Zumtobel family will remain the largest single shareholder after the IPO, retaining a stake of more than 30% of the equity capital of Zumtobel AG. Kohlberg Kravis Roberts & Co. (KKR), which has held a 49.96% stake in Zumtobel since 2002, is planning to reduce its holding substantially, so that, immediately after the IPO, KKR will probably hold a stake of between 0 and 10% in Zumtobel AG. It is therefore likely that more than 60% of the shares will be in the free float after the IPO. All the shareholders will be subject to a six-month lockup period after the flotation.
Dr Andreas Ludwig, CEO of Zumtobel AG, welcomed the positive response in preliminary talks with potential investors: "Zumtobel AG is a successful international company that has continuously improved its earnings in recent years. With adjusted growth in sales of more than 5% in the first nine months of this financial year against the comparable prior-year period, we have now also confirmed the success of our growth initiatives. The positive development of our company has been praised by investors, who regard Zumtobel's shares as a promising investment."
In the view of the Executive Board and the present shareholders, the timing of the IPO is advantageous. According to Dr Ludwig: "Economic conditions are positive. The construction industry in our core markets, particularly in Europe, is experiencing a significant upward trend from which we will continue to benefit. We have made good progress in recent years, and have steadily increased our earnings as a result of targeted restructuring measures. Not all of the measures taken already have had an effect on earnings, so we see further potential for growth in profits in the future."
The flotation consists of a public offering to private and institutional investors in Austria, a private placement with international institutional investors including a Rule 144 A private placement in the United States, and an offer to employees in Germany, the United Kingdom, France, Switzerland and Sweden and to other persons with a close connection to the company in Germany, the United Kingdom, France and Switzerland. The company aims to have a listing in the Prime Market of the Vienna Stock Exchange before the end of this year.
The bookrunners for the initial public offering of shares in Zumtobel AG are the investment banks Bank Austria Creditanstalt, Morgan Stanley and UBS Investment Bank. The other banks in the syndicate are Raiffeisen Centrobank AG, Erste Bank and JP Morgan as co-lead managers and Bank für Tirol und Vorarlberg and Investkredit as selling agents.
Capital increase to improve financing structure
In the course of the IPO of Zumtobel AG, investors will be able to subscribe for up to 17,700,638 old shares and up to 7,895,000 new shares from an increase in share capital. Up to EUR 140 million of the anticipated net proceeds of EUR 152 million from the capital increase (calculated at the mean value of the price range) are to be used to service a syndicated bank loan including an early repayment penalty, and thus to further improve the company's financing structure. This will provide the basis for the continuation of Zumtobel's long-term expansion strategy and continued profitable development. Future growth will be primarily based on the following three initiatives: geographical expansion, new product applications and growth through innovation and technology.
Subscriptions for shares in Zumtobel AG starting on April 27 and probably ending on May 10, 2006; first day of trading likely to be May 12, 2006
It will be possible to subscribe for shares in Zumtobel AG as of April 27. The offering prospectus is already available free of charge from the company and the syndicate banks, and can be downloaded from the Internet. The subscription period will probably end on May 10, 2006.
Shares in Zumtobel AG will be traded in official trading on the Vienna Stock Exchange under the abbreviation ZAG, probably starting on May 12. The international securities identification number (ISIN) for Zumtobel AG is (AT 0000837307).
The Zumtobel Group - a global player in the lighting industry The Zumtobel Group, based in Dornbirn in the Vorarlberg region of Austria, is one of the few global players in the lighting industry. The Group, which started life as Elektrogeräte und Kunstharzpresswerk W. Zumtobel KG in 1950, today employs a workforce of 7,000 and concluded the financial year 2004/05 with consolidated sales of €1,129.2 million. Under the leadership of its Executive Board of Dr. Andreas J. Ludwig (CEO) and Thomas Spitzenpfeil (CFO), the Group today comprises two subgroups. Zumtobel Lighting Division, the luminaire business, includes the Thorn and Zumtobel brands along with their shared production network, International Lighting Technologies. The TridonicAtco Division handles the lighting components side of the business. The financial year of the Zumtobel Group commences on May 1 and ends on April 30.
"This information serves marketing purposes. The offer is made exclusively by means and on the basis of the prospectus approved by the Financial Market Supervisory Authority, which has been published by making copies thereof available free of charge at Zumtobel AG (Höchster Strasse 8, 6850 Dornbirn, Austria, Fax +43 5572-509-601) and Bank Austria Creditanstalt AG (Vordere Zollamtsstrasse 13, 1030 Vienna, Austria; Am Hof 2, 1010 Vienna, Austria; and Schottengasse 6, 1010 Vienna, Austria), and the relevant authorities in Germany, France, Sweden and the United Kingdom have been informed in accordance with the notification procedure described in Article 18 of Directive 2003/71/EC.
This press release and the information contained therein are not intended for publication in the United States of America and may not be distributed to U.S. persons (as defined in Regulation S of the U.S. Securities Act of 1933, as amended) or to publications which generally circulate in the United States. This press release constitutes neither an offer to sell nor a solicitation to buy securities in the USA. Shares in Zumtobel AG have not been registered in accordance with the requirements of the Securities Act and may not be sold, offered or delivered to U.S. persons unless they have been registered or exempted from those registration requirements.
This document is intended only for persons who (i) are outside the United Kingdom or (ii) have market experience with investments as defined by Article 19 (5) of the U.K. Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (in the currently applicable version) (the "Order") or (iii) are included under Article 49 (2) (a) to (d) of the Order ("high net worth companies, unincorporated associations etc.") (all such persons are referred to hereafter as "Relevant Persons"). Anyone who is not a Relevant Person may not take action on the basis of this notification or its contents or place his or her trust therein. Any investment or investment activity referred to by this notification is only available to Relevant Persons and will only be undertaken with Relevant Persons."
This letter does not constitute a Prospectus in relation to the public offer by Zumtobel AG but is an advertisement in relation to such offer. Investors should not subscribe for shares in Zumtobel AG based on the information contained in this letter but on the basis of the information contained in the Prospectus.
Head of Corporate Communications
T.: +43 (5572) 509 1570
M.: +43 (676) 8920 2002