ISS A/S
03.03.2011 14:38
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Copenhagen, 3 March 2011, 2011-03-03 14:38 CET (GLOBE NEWSWIRE) --
Company Announcement 01/2011
NOT FOR RELEASE OR DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN
ISS publishes Offering Documents and sets indicative price range for its initial
public offering
Following the announcement of its intention to float on 17 February 2011, ISS
today publishes its Offering Circular and sets the indicative price range for
its intended initial public offering ('IPO' or the 'Offering') of its shares
and for the admission of its shares to trading and official listing on NASDAQ
OMX Copenhagen.
The IPO is expected to support ISS' future growth and operational strategy,
advance the company's public and commercial profile, and provide improved
access to public capital markets along with a diversified base of new Danish
and international shareholders.
Jeff Gravenhorst, ISS' Group CEO, commented:
'We are very pleased to announce the launch of our initial public offering and
to proceed with this next important phase of our strategic development. We have
started 2011 with strong revenue development, continuing the positive organic
growth trend from the fourth quarter. We are launching this offering from a
position of strength. Our strategy, The ISS Way, and our global business
platform are allowing us to continue growing and selling more services in both
emerging and developing markets. We are on track to deliver our full year
revenue growth expectation.'
Highlights of the Offering
The indicative price range has been set at DKK 100 to DKK 135 per share of DKK
1 each
The Offering comprises:
-- 98,518,519 - 133,000,000 new shares to be issued by ISS, such as would
re-sult in gross proceeds of approximately DKK 13,300 million
-- a partial secondary sell-down between 2,830,363 - 4,002,736 existing shares
by FS Invest II S.?r.l. (the 'Selling Shareholder'), which is indirectly
controlled by certain funds advised by EQT Partners and funds affiliated
with Goldman Sachs International, intended to cover obligations under the
existing directors participation programme and management participation
programme
-- an overallotment option of up to 13,300,000 existing shares provided by the
Selling Shareholder
The proceeds from the issue of new shares will be used, together with amounts
drawn under a new senior facilities agreement entered into by the Company on 18
February 2011, to repay all amounts under ISS' current senior secured
facilities and second lien facility
The price range indicates an equity value for ISS, after the issuance of new
shares, of approximately DKK 23.3 to DKK 26.8 billion
The final offer price, and final number of offered shares, will be determined
through bookbuilding and is expected to be announced through NASDAQ OMX
Copenhagen on or before 18 March 2011
At the announced price range, the free float will be approximately 51.4% -
58.0%, ex-cluding the overallotment option, and 56.3% - 63.7% assuming full
exercise of the overallotment option
The bookbuilding period will commence on 8 March 2011 and close no later than
4:00 p.m. CET on 17 March 2011. The offering for orders up to and including DKK
3 million may be closed before the remainder of the offering is closed, but not
before 5:01 p.m. CET on 11 March 2011. Any such earlier closing in whole or in
part will be published through NASDAQ OMX Copenhagen
ISS' shares, including the new shares, are expected to be admitted to trading
and offi-cial listing on NASDAQ OMX Copenhagen no later than 18 March 2011
under the symbol 'ISS'
The existing shares are issued under ISIN DK0060294858. The new shares will be
is-sued under the temporary ISIN DK0060294932. The temporary ISIN of the new
shares will be merged with the permanent ISIN of the shares, which is expected
to occur on or about 25 March 2011.
Information about the Offering
The Offering includes:
-- a public offering in Denmark to institutional and retail investors
-- private placements to international institutional investors outside Denmark
-- a private placement in the United States to persons who are 'qualified
institu-tional buyers'
The offer shares are expected to be delivered on or about 23 March 2011 (the
'Closing Date') against payment in immediately available funds in Danish
kroner. The Offer Shares will be delivered in book-entry form on the Closing
Date to investors' accounts with VP Securities A/S and through the facilities
of Euroclear Bank, S.A./N.V. and Clearstream Banking S.A. Financial
Intermediaries Goldman Sachs International and Morgan Stanley & Co.
International plc have been appointed to act as Joint Global Coordinators for
the intended IPO, and as Joint Bookrunners along with Citigroup Global Markets
Limited, Deutsche Bank AG, London Branch, HSBC Bank plc and Nordea Markets
(division of Nordea Bank Danmark A/S) (Nordea Markets is also acting as Nordic
and Retail Coordinator), while Carnegie Bank A/S, Danske Bank A/S,
Skandinaviska Enskilda Banken, Danmark, branch of Skandinaviska Enskilda Banken
AB (publ), Sweden, and UBS Limited have been appointed as Co-lead Managers.
Rothschild is acting as financial advisor to ISS and the Selling Shareholder.
Offering Documents
A Danish Prospectus and an English Offering Circular (together, the 'Offering
Documents') have been prepared. Special attention should be given to the risk
factors which are described in the beginning of the Offering Documents. The
Offering Documents will be made available to eligible investors at no cost at
the registered office of ISS A/S, Denmark. The Danish Prospectus can also be
obtained upon request from Nordea Bank Danmark A/S, Corporate Actions,
Strandgade 3, Postbox 850, 0900 Copenhagen C, Denmark, phone +45 33 33 68 81,
e-mail prospekt.ca@nordea.com, or Danske Bank A/S, Holmens Kanal 2-12, 1092
Copenhagen K, Denmark, phone +45 70 23 08 34, e-mail prospekter@danskebank.dk
and in Nordea Bank Danmark's and Danske Bank's branches in Denmark. The Danish
Prospectus is also available to eligible persons on the ISS website,
www.issworld.com.
Enquiries:
Ole Andersen, Chairman Tel: +45 38
17 00 00
Jeff Gravenhorst, ISS Group CEO Tel: +45 38 17
00 00
Per Bech Thomsen, ISS Press Relations Manager Tel: +45 38 17 62 39
Jon Coles / Jennifer Renwick, Brunswick Tel: +44 20 7404
5959
About the ISS Group
The ISS Group was founded in Copenhagen in 1901 and has grown to become one of
the world's leading facility services companies. ISS offers a wide range of
services: cleaning services, property services, catering services, support
services, security services and facility management services. Global revenue
amounted to DKK 74 billion in 2010 and ISS now has more than 520,000 employees
and direct operations in more than 50 countries across Europe, Asia, North
America, Latin America and Pacific, serving thousands of both public and
private sector customers. For more information about ISS, please visit our
website at www.issworld.com.
Disclaimer:
This announcement and the information contained herein are not for distribution
in or into the United States of America (including its territories and
possessions, any state of the United States of America and the District of
Columbia) (the 'United States'), Australia, Canada or Japan. This announcement
does not constitute, or form part of, an offer to sell, or a solicitation of an
offer to purchase, any securities in the United States, Australia, Canada or
Japan or in any jurisdiction in which any offer or solicitation could be
unlawful. The securities of ISS A/S have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the 'Securities Act'), and
may not be offered or sold within the United States absent registration or an
applicable exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act. The Company does not intend to register any
part of the offering in the United States or to conduct a public offering of
securities in the United States. An offering of securities will be made by
means of a prospectus that may be obtained from ISS and that will contain
detailed information about the Company and management, as well as financial
statements.
This announcement is an advertisement and not a prospectus for the purpose of
Directive 2003/71/EC (together with any applicable implementing measures in any
Member State, the 'Prospectus Directive'). A prospectus prepared pursuant to
the Prospectus Directive has been published and can be obtained from ISS.
Investors should not subscribe for any securities referred to in this
announcement except on the basis of information contained in the prospectus.
In any EEA Member State, other than the Kingdom of Denmark, that has
implemented the Prospectus Directive 2003/71/EC (and amendments thereto,
including Directive 2010/73/EU, to the extent implemented in each EEA Member
State), this announcement is only addressed to and is only directed at
qualified investors in that EEA Member State within the meaning of the
Prospectus Directive.
This announcement is only directed at (i) persons who are outside the United
Kingdom, (ii) investment professionals falling within Article 19(5) of the U.K.
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
'Order') or (iii) high net worth entities falling within Article 49(2)(a) - (d)
of the Order (the persons described in (i) through (iii) above together being
referred to as 'Relevant Persons'). The 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. Any person who
is not a Relevant Person should not act or rely on this announcement or any of
its contents.
This announcement is not a prospectus but an advertisement and nothing herein
contains an offering of securities. No one should purchase or subscribe for any
securities in ISS except on the basis of information in any prospectus
published by ISS in connection with the potential admission of such securities
to trading and official listing on NASDAQ OMX Copenhagen.
Stabilisation/FSA
The Joint Bookrunners and Co-lead Managers and their affiliates are acting
exclusively for ISS and the Selling Shareholder and no-one else in connection
with the intended IPO. They will not regard any other person as their
respective clients in relation to the intended IPO and will not be responsible
to anyone other than ISS and the Selling Shareholder for providing the
protections afforded to their respective clients, nor for providing advice in
relation to the intended IPO, the contents of this announcement or any
transaction, arrangement or other matter referred to herein.
In connection with the intended IPO, the Joint Bookrunners and Co-lead Managers
and any of their affiliates, acting as investors for their own accounts, may
subscribe for or purchase shares and in that capacity may retain, purchase,
sell, offer to sell or otherwise deal for their own accounts in such shares and
other securities of ISS or related investments in connection with the intended
IPO or otherwise. Accordingly, references in the prospectus 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, such Joint Bookrunners and Co-lead Managers and any of their
affiliates acting as investors for their own accounts. The Joint Bookrunners
and Co-lead 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.
Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and be identified by words such as 'believe', 'expect', 'anticipate',
'intends', 'estimate', 'will', 'may', 'continue', 'should', 'expectation',
'target' and similar expressions. The forward-looking statements in this
announcement are based upon various assumptions, many of which are based, in
turn, upon further assumptions. Although ISS believes that these assumptions
were reasonable when made, these assumptions are inherently subject to
significant known and unknown risks, uncertainties, contingencies and other
important factors which are difficult or impossible to predict and are beyond
its control. Such risks, uncertainties, contingencies and other important
factors could cause actual events to differ materially from the expectations
expressed or implied in this release by such forward-looking statements.
The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice.
ISS A/S, CVR 28 50 47 99
ISS Global A/S
ISS Financing plc
News Source: NASDAQ OMX
03.03.2011 Dissemination of a Corporate News, transmitted by DGAP -
a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
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Language: English
Company: ISS A/S
DK
Phone:
Fax:
E-mail:
Internet:
WKN:
End of Announcement DGAP News-Service
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DGAP-News: ISS publishes Offering Documents and sets indicative price range for its initial public offering
| Source: EQS Group AG