Waberer’s International Zrt. (“Waberer’s” or the “Company” and, together with its subsidiaries, the “Group”), the European leader in full truckload (FTL) transportation, today announces the price range for the offering of new ordinary shares issued by the Company and existing shares held by CEE Transport Holding B.V. (the “Selling Shareholder” and the offering the “Offering”). Furthermore, Waberer’s announces the publication of the Prospectus for the Offering, following its approval for publication by the Hungarian National Bank on 16 June 2017.
- The Offer Price Range has been set at HUF 5,100 to HUF 6,300 per offer share
- The Offering will comprise a €50 million primary component (or up to 3,088,236 newly issued ordinary shares) as well as a secondary placement of up to 7,160,973 existing ordinary shares from the holdings of the Selling Shareholder, targeting a minimum sell-down of c. €115 million (the “base offering”)
- The Selling Shareholder will also provide up to 1,485,876 existing ordinary shares in order to cover potential overallotments (i.e., up to 15% of the base offering)
- The targeted minimum deal size amounts to c. €190 million (incl. overallotments)
- The Company’s implied market capitalisation following the Offering will be approximately HUF 90 billion to HUF 108 billion (approximately EUR 294 million to EUR 350 million based on MNB HUF/EUR exchange rate as of 16 June 2017) based on the Price Range
- Waberer’s intends to apply for listing and admission of the Company’s existing ordinary shares on the Equities Prime Market of the Budapest Stock Exchange (the “BSE”) on or about 19 June 2017 and for admission of the Company’s new ordinary shares on the Equities Prime Market of the BSE on or about 3 July 2017
- The Offering comprises (i) a private placement to certain institutional investors in Hungary and elsewhere outside of the United States in reliance on Regulation S under the Securities Act of 1933 as amended (the “Securities Act”) and to qualified institutional buyers in the United States as defined in Rule 144A under the Securities Act; (ii) a public offering in Hungary; and (iii) an offering to eligible employees and managing directors of the Group
- The public offering will comprise up to (i) 1,379,718 existing ordinary shares from the holdings of the Selling Shareholder, (ii) 297,175 existing ordinary shares provided by the Selling Shareholder to cover potential over allotments, and (ii) 617,647 ordinary shares to be newly issued by the Company.
- Submission of purchase orders for the public offering in Hungary by retail investors may be made through Erste Bank branches and other distribution places
- The offer period commences today and is expected to close at 12pm CET for retail investor applications and 5pm CET for institutional investors, respectively, on 29 June 2017
- The final offer price and number of shares to be offered are expected to be announced on or about 29 June 2017
- In the context of the employee participation programme (“EPP”), employees and management of the Group and its subsidiaries shall be entitled to purchase shares in the Offering for up to HUF 2 million per employee. For every 10 shares purchased in the EPP and held for a holding period of one year, each participant (who is still qualified as an eligible person) shall receive one bonus share after such holding period. The maximum number of shares reserved for the EPP to be allotted in the Offering is limited to 1,465,402 shares (corresponding to 10% of the Company’s share capital prior to the capital increase)
- With respect to the issuance and holding of Shares following Admission, the Company and its management will be subject to a lock-up period of 360 days and the Selling Shareholder will be subject to a lock-up period of 180 days
- Citigroup and Berenberg are acting as Joint Global Coordinators and Joint Bookrunners for the Offering. Erste Group and Renaissance Capital are acting as Joint Bookrunners. Erste Group is acting as Lead Manager of the Hungarian Public Offering
Commenting on today’s announcement, Ferenc Lajkó, CEO of the Company, said:
“Waberer’s is a leader in the European long haul road transportation market. We see major opportunities not only across Europe as demand for road freight continues to grow but also in Central Europe, where there is great scope for consolidation of a highly fragmented sector. We have a clear strategy to realise these opportunities. Our IPO is a chance for investors to join us as we execute on our plans for the future.”
“It is a great pleasure for us to welcome Waberer’s to the Budapest Stock Exchange. Following its listing, Waberer’s will be one of the largest companies on the BSE and is expected to become a member of the BUX index from September. One of the most important strategic objectives of the BSE is to attract successful domestic companies to list on the stock exchange and offer an investment opportunity for both retail and institutional investors” - Richárd Végh, CEO and chairman of Budapest Stock Exchange.
For Additional Information, Please Contact:
Citigate Dewe Rogerson (London)
||+44 207 282 2886
||+44 207 282 1089
||+36 1 266 7833
||+36 1 266 7833
Waberer’s International Zrt.
|Márton Teremi (Investor Relations)
||+36 1 421 6300
|Krisztina Némedi (Media)
||+36 70 390 4997
- This document serves marketing purposes in Hungary and it is not comprehensive, it is neither a financial analysis, nor an investment recommendation, nor an offer to sell or an invitation to buy securities. Any investment decision must not be made on the basis of this advertisement. The offer of shares of Waberer’s International Zrt. in Hungary is being made solely by means and on the basis of the prospectus published in accordance with the provisions of the Hungarian Capital Markets Act, which is available in printed form at no cost at the registered seat of Waberer’s International Zrt., Nagykőrösi út 351, 1239 Budapest, Hungary or on www.waberers.com, or on www.bet.hu, the website operated by the Budapest Stock Exchange, www.kozzetetelek.hu, the website operated by MNB for publications, and www.ersteinvestment.hu which is the website of the Hungarian public distributor Erste Befektetési Zrt. (licence No. E-III/324/2008 and III/75.005-19/2002; stock exchange membership: Budapest Stock Exchange and Deutsche Börse AG). Before making any investment decision, please carefully read the prospectus and understand all fees, costs and risks associated to the investment. Investing in the shares of Waberer’s International Zrt. involves a high degree of risk. Before buying any shares, prospective purchasers should carefully read the risk factors included in the prospectus.
- No public offering is made outside of Hungary. This document may not be distributed to any person in any jurisdiction to whom the distribution of such information is not permitted under applicable laws and regulations. In particular, this document and copies of it may not be distributed or sent into the United States, the United Kingdom, Canada, Australia or Japan.
- This announcement is not a prospectus and investors should not purchase any shares referred to in this announcement except on the basis of information in the prospectus to be published by Waberer’s in due course in connection with the proposed admission of the shares to listing and trading on the Budapest Stock Exchange. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change. No obligation is undertaken to update this announcement or to correct any inaccuracies, and the distribution of this announcement shall not be deemed to be any form of commitment on the part of Waberer’s to proceed with the Offering or any transaction or arrangement referred to herein.
- This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with or act as an inducement to enter into, any contract or commitment whatsoever. The Offering and the distribution of this announcement and other information in connection with the Offering in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any document or other information referred to herein comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
- In particular, this announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in the United States, Australia, Canada or Japan, or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to herein may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the "Securities Act") or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The offer and sale of the securities referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of the United States, Australia, Canada or Japan. There will be no public offer of the securities in the United States.
- This announcement has been prepared on the basis that any offers of shares referred to herein in any Member State of the EEA (other than Hungary) will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of such shares. Accordingly any person making or intending to make any offer of shares referred to in this announcement within the EEA (other than Hungary) which are the subject of the Offering may only do so in circumstances in which no obligation arises for Waberer’s or any of the Joint Global Coordinators to publish an prospectus pursuant to Article 3 of the Prospectus Directive or supplement an prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither Waberer’s nor the managers appointed in connection with the Offering (the “Managers”) have authorised, nor do they authorise, the making of any offer of shares referred to herein in circumstances in which an obligation arises for Waberer’s or the Managers to publish or supplement an prospectus for such offer. The expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive), and includes any relevant implementing measure in the Member State, and the expression 2010 PD Amending Directive means Directive 2010/73/EU. - None of Waberer’s, the Managers or any of their respective subsidiary undertakings, affiliates or any of their respective directors, partners, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to Waberer’s or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
- This announcement does not constitute a recommendation concerning the Offering. The price and value of securities and any income from them can go down as well as up and, in the worst case, you could lose your entire investment. Past performance is not a guide to future performance. Information in this announcement cannot be relied upon as a guide to future performance. Before purchasing any securities in Waberer’s, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the offering prepared for the Offering, when published. There is no guarantee that the Offering will happen and potential investors should not base their financial or investment decisions on the intentions of Waberer’s or any other person in relation to the Offering at this stage. Potential investors should consult a professional adviser as to the suitability of the Offering for the person concerned.
- This announcement contains "forward looking" statements, beliefs or opinions, including statements with respect to the business, financial condition, results of operations, liquidity, prospects, growth, strategy and plans of Waberer’s, and the industry in which Waberer’s operates. These forward looking statements involve known and unknown risks and uncertainties, many of which are beyond Waberer’s control and all of which are based on the directors' current beliefs and expectations about future events. These forward looking statements include all matters that are not historical facts. Forward looking statements may and often do differ materially from actual results. They appear in a number of places throughout this announcement and include statements regarding the intentions, beliefs or current expectations of the directors or Waberer’s with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to Waberer’s business, concerning, amongst other things, the results of operations, financial condition, prospects, growth and strategies of Waberer’s and the industry in which it operates.
- These forward looking statements and other statements contained in this announcement regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing Waberer’s. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward looking statements. The forward looking statements contained in this announcement speak only as of the date of this document. Waberer’s and the Joint Bookrunners expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward looking statements contained in this document to reflect any change in its expectations or any change in events, conditions or circumstances on which such statements are based unless required to do so by applicable law.