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Klöckner & Co SE

KLÖCKNER & CO BOOK-BUILDING PRICE RANGE BETWEEN 15.00 EUR AND 18.00 EUR

• OFFER SIZE APPROXIMATELY EUR 250 MILLION TO EUR 300 MILLION (PLUS EUR 30-36
MILLION IF GREENSHOE OPTION IS FULLY EXERCISED)
• OFFER PERIOD JUNE 22 THROUGH JUNE 27
  ots-CorporateNews transmitted by euro adhoc.
  The issuer is responsible for the content of this announcement.
Duisburg, June [21], 2006 - Additional details of Klöckner & Co’s
planned IPO were agreed today by Klöckner & Co Aktiengesellschaft,
the selling shareholder, Multi Metal Investment S.à r.l., and the
Joint Bookrunners.
The book-building price range will be between 15,00 EUR and 18,00 EUR
per offered share.
"We have held a number of in-depth discussions with investors since
June 14, 2006. We are pleased with the great interest that has been
demonstrated for our company and our business model in these
meetings", said CEO Dr. Thomas Ludwig.
The offering will consist of up to 6,500,000 ordinary registered
shares with no par value from a capital increase for a cash
contribution resolved by the extraordinary shareholders’ meeting held
on June 21, 2006, up to 10,000,000 ordinary registered shares with no
par value from the holdings of the selling shareholder, and up to
2,000,000 ordinary registered shares with no par value from the
holdings of the selling shareholder in connection with a potential
over-allotment.
Interested investors may submit offers to purchase shares between
June 22, 2006 and, tentatively, June 27, 2006. The offer period is
expected to end on June 27, 2006 at noon (CEST) for retail investors
(natural persons) and at 2 p.m. (CEST) for institutional investors.
The final offer price is expected to be set on June 27, 2006, and
trading is expected to begin on June 28, 2006.
After determination of the number of offered shares and assuming the
placement of all shares (and if the Greenshoe option is fully
exercised), Klöckner & Co will have a free float of approximately 40
percent. Together with management, the private equity investor
Lindsay Goldberg & Bessemer (LGB), will continue to hold
approximately 60 percent of the company. The selling shareholder and
management have agreed to hold their remaining shares for a period of
twelve months following delivery of the shares. The company has
agreed not to effect any capital measures during the same period of
time
The company intends to use its net proceeds of approximately EUR 98,8
million (assuming the placement of the maximum number of new shares
at the mid-point of the price range and costs of EUR 8.5 Mio.) to
further improve the capital structure of the Klöckner & Co Group and
to repay third-party debt, thus generating additional headroom for
growth. Specifically, the company is considering a partial redemption
of the notes issued by Klöckner Investment S.C.A.
Klöckner & Co’s sales under IFRS were up 9.6 percent to EUR 1,322.9
million in the first quarter of 2006, compared with the same quarter
of the previous year. The adjusted earnings before interest, tax,
depreciation and amortization (adjusted EBITDA) improved by 47.7
percent to EUR 79.3 million in the first quarter of 2006, compared
with the first quarter of 2005. For the financial year 2005, the
Klöckner & Co group reported sales of EUR 4,963 million under IFRS.
Net income amounted to EUR 1 32.3 million.
Further information regarding the terms and conditions of the offer
may be found in the German-language prospectus as approved on June
12, 2006 and published on June 13, 2006, and additional details
regarding the planned initial public offering are provided in
supplement No. 1, which will be published on the Klöckner & Co
Aktiengesellschaft website (www.kloeckner.de) immediately following
approval by the German Federal Financial Services Supervisory
Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). The
details of the offering given above remain subject to the approval of
supplement No. 1 to the German-language prospectus by the German
Federal Financial Services Supervisory Authority.
In Germany, the German-language prospectus relating to the public
offering is available at www.kloeckner.de. Following approval by the
German Federal Financial Services Supervisory Authority, supplement
No. 1 will be published on the company website. Printed copies of the
prospectus and supplement No. 1, following its approval, are or will
be available free of charge from the company and the Joint
Bookrunners.
About Klöckner & Co Klöckner & Co is the largest producer-independent
steel and metal distributor in the European and North American
markets combined. The core business is the warehouse distribution of
steel and non-ferrous metals. Around 200,000 active customers are
served from around 240 distribution and service centers in 14
countries across Europe and North America. Klöckner & Co was founded
by Peter Klöckner a century ago. In the financial year 2005, the
company reported sales of around EUR5 billion, with a staff of around
10,000.
Contacts:
Peter Ringsleben and Claudia Uhlendorf, Corporate Communications
Klöckner & Co AG
Am Silberpalais 1
47057 Duisburg
Peter Ringsleben
Phone: +49 203 307 2800
Fax: +49 203 307 5060
E-mail:  peter.ringsleben@kloeckner.de
Claudia Uhlendorf
Phone: +49 203 307 2289
Fax: +49 203 307 5103
E-mail:  claudia.uhlendorf@kloeckner.de
This publication is not for direct or indirect distribution in or to
the United States (including its territories and outlying areas any
State of the United States and the District of Columbia). This
publication does not constitute or form a part of any offer or
solicitation to purchase or subscribe for securities. The shares of
Klöckner & Co AG referred to herein (the "Shares") may not be offered
or sold in the United States absent registration or an expemption
from registration under the U.S. Securities Act of 1933, as amended
(the "Securities Act"). The Shares have not been, and will not be,
registered under the Securities Act and will not be publicly offered
anywhere outside Germany. The offer in Germany will be made
exclusively by means of and on the basis of a prospectus that has
been published and the supplement No. 1 to the prospectus, which will
be published immediately following approval by the German Federal
Financial Service Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht).That prospectus has been and the
supplement No. 1 will be made available on the company website
following its approval by the German Federal Financial Service
Supervisory Authority. The supplement No. 1 to the prospectus is
available free of charge from the company and the Joint Bookrunners
following its approval by the German Federal Financial Service
Supervisory Authority.
This press release does not constitute an offer of securities to the
public in the United Kingdom. This press release is directed only at
(i) persons who have professional experience in matters relating to
investments and who fall within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order") or (ii) persons falling within Article 49(2)(a) to (d) (high
net worth companies, unincorporated associations, etc.) of the Order
or to whom it may otherwise lawfully be communicated (all such
persons together being referred to as "relevant persons") or in
circumstances in which section 21 of the FSMA does not apply to the
Company. Any person who is not a relevant person must not act or rely
on this communication or any of its contents.  Any investment or
investment activity to which this communication relates is available
only to relevant persons and will be engaged in only with relevant
persons.
end of announcement                               euro adhoc 21.06.2006 14:03:34

Further inquiry note:

Claudia Uhlendorf
Public Relations
Telefon: +49(0)203-307-2289
E-Mail: claudia.uhlendorf@kloeckner.de

Branche: Metal Goods & Engineering
ISIN: DE000KCO1000
WKN: KCO100
Börsen: Frankfurter Wertpapierbörse / admission applied: official
dealing

Original content of: Klöckner & Co SE, transmitted by news aktuell

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