P +49 811 124494 12
DGAP-News: STS Group AG / Key word(s): IPO
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
- Placement volume between EUR 59.8 million and EUR 73.6 million expected
- Price range corresponds to market cap of approximately EUR 156 million to EUR 192 million
- Offer period anticipated from May 15 to May 29, 2018
- First listing on the regulated market (Prime Standard) of the Frankfurt Securities Exchange planned for June 1, 2018
- Current sole shareholder Mutares AG remains majority shareholder even after IPO; free float amounts to around 38% after the IPO if the greenshoe option is excercised in full
Hallbergmoos/Munich, May 14, 2018. STS Group AG (www.sts.group), a leading global system supplier to the commercial vehicle industry for soft and hard trim components, announces further details about its planned IPO on the regulated market (Prime Standard) of the Frankfurt Stock Exchange.
The STS Group AG has established the price range for its planned IPO on the regulated market (Prime Standard) of the Frankfurt Stock Exchange. The price range for the shares to be offered will be between EUR 26 and EUR 32 per share. The final offer price and placement volume will be determined by way of a bookbuilding process. The final offer price is expected to be set on May 29, 2018. The offer includes 1,000,000 shares from a capital increase, up to 1,000,000 shares from the holdings of the previous sole shareholder Mutares AG, and a greenshoe consisting of 300,000 shares, also from the shareholdings of the previous sole shareholder.
Assuming full placement of all the shares offered (including exercise of the greenshoe option), the placement volume is expected to be between EUR 59.8 million and EUR 73.6 million. Of this amount, the company would receive between EUR 29 million as gross issue proceeds in the middle of the bookbuilding spread. Free float of around 38% of the share capital is expected if the greenshoe option is exercised in full. Mutares AG will remain the majority shareholder even after the IPO. A 12-month lock-up period from the day of the first listing applies to both STS Group AG and Mutares AG.
"For us, the IPO is the logical next step and comes exactly at the right time. In the coming years, the STS Group wants to further expand its strong position in the global automobile industry and grow dynamically. At the same time, the IPO offers us many advantages. It is the ideal opportunity to finance our further growth and to increase our international visibility as a global system supplier of the automotive industry", explained Andreas Becker, CEO of STS Group AG.
The subscription period for institutional investors will begin on May 15, 2018 and is expected to end on May 29, 2018 at 2 pm. The period in which private investors can submit purchase offers via the subscription functionality of the Frankfurt Stock Exchange will begin on May 16, 2018 and end on May 29 at 12 noon. The start of trading on the regulated market (Prime Standard) of the Frankfurt Securities Exchange is planned for June 1, 2018. For further details on the offering, please refer to the securities prospectus, which was approved by the German Federal Financial Supervisory Authority (BaFin) today and which is available on the STS Group AG's website at www.sts.groupunder Investor Relations.
STS Group excellently positioned in the market for light and heavy commercial vehicles
STS Group is also well positioned on the dynamic growth market for vehicles with alternative drive types (e.g. e-mobility) and innovative products for autonomous mobility systems. Demand for STS technologies and products is on the rise in these segments.
Overall, the STS Group has a strong position in the international market for heavy and light commercial vehicles. It produces for the major commercial vehicle and automotive manufacturers in the volume segment, premium segment, and the super sports car segment. Since the demand for both lightweight components and integrated system components are experiencing strong and stable growth, the STS Group's broad positioning gives it competitive advantages over other international automobile suppliers. STS has a strong footprint in Europe, Mexico, and Brazil and is one of the few specialists for the commercial vehicle market that is both a global supplier and has a local engineering center in the People's Republic of China, the world's largest growth market for commercial vehicles.
IPO to finance company growth
With its IPO, the STS Group is planning the continued strategic expansion of its market position in the global automotive market. The expected net proceeds for the company of between EUR 26 million and EUR 32 million are to serve primarily as financing for its further expansion into China and North America. In addition, further investments should be made in the increasing expansion of its production to Eastern Europe. Plans to use the capital raised in connection with the IPO also include expanding automatization and focusing on technological trends such as autonomous driving and e-mobility.
The offering consists of an initial public offering in the Federal Republic of Germany and in the Grand Duchy of Luxembourg and a private placement to qualified investors in certain jurisdictions outside the Federal Republic of Germany. The shares of the STS Group AG will have the International Securities Identification Number (ISIN) DE000A1TNU68, the German Securities Identification Code (WKN) A1TNU6, and the ticker symbol SF3.
Hauck & Aufhäuser Privatbankiers Aktiengesellschaft is acting as the sole global coordinator and joint bookrunner. MAINFIRST BANK AG is acting as the joint bookrunner.
STS GROUP AG
Investor relations and contact financial press
These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities (the "Securities") of STS Group AG (the "Company") in the United States, Australia, Canada or any other jurisdiction in which such offer or solicitation is unlawful. The Securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan subject to certain exceptions.
The Securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The Securities of the Company have not been, and will not be, registered under the Securities Act. There will be no public offering of the securities in the United States. Any sale in the United States of the Securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in, and in reliance on, Rule 144A or another exemption under the Securities Act.
This publication constitutes neither an offer to sell nor a solicitation to buy securities of STS Group AG. The offer is being made solely by means of, and on the basis of, the published securities prospectus (including any amendments thereto, if any). An investment decision regarding the publicly offered securities of STS Group AG should only be made on the basis of the securities prospectus. The securities prospectus has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin)) and is available free of charge from STS Group AG, Zeppelinstrasse 4, 85399 Hallbergmoos, Germany, or on the STS Group AG website.
In the United Kingdom, this document is only being distributed to and is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) through (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
In connection with the placement of the offer shares Hauck & Aufhäuser Privatbankiers Aktiengesellschaft will act as the stabilization manager (the "Stabilization Manager") and may, as Stabilization Manager, and acting in accordance with legal requirements (Article 5 para. 4 and 5 of the Market Abuse Regulation (EU) No 596/2014 in conjunction with Articles 5 through 8 of the Commission Delegated Regulation (EU) 2016/1052), make over-allotments and take stabilization measures to support the market price of the Company's shares and thereby counteract any selling pressure.
The Stabilization Manager is under no obligation to take any stabilization measures. Therefore, stabilization may not necessarily occur and may cease at any time. Such measures may be taken on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) from the date when trading in the shares of the Company is commenced on the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) and must be terminated no later than 30 calendar days after this date (the "Stabilization Period"). Stabilization transactions aim at supporting the market price of the Company's shares during the Stabilization Period. These measures may result in the market price of the Company's shares being higher than would otherwise have been the case. Moreover, the market price may temporarily be at an unsustainable level.