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Company HellermannTyton
TIDM
Headline

Announcement of Intention to Float

Released 07:00 04-Mar-2013
Number 0939Z07

RNS Number : 0939Z
HellermannTyton
04 March 2013
 



NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN OR IN TO ANY OTHER JURISDICTION WHERE SUCH AN ANNOUNCEMENT WOULD BE UNLAWFUL

 

This announcement is an advertisement and not a prospectus. It does not constitute an offer for sale or subscription or to buy any securities. Investors should not subscribe for or purchase any transferable securities referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") to be published by HellermannTyton Group PLC ("HellermannTyton" or the "Company" and, together with HellermannTyton Alpha S.à r.l. and its subsidiaries, the "Group") in due course in connection with the admission of its ordinary shares (the "Shares") to the premium listing segment of the Official List of the UK Financial Services Authority and to trading on the London Stock Exchange plc's main market for listed securities. Copies of the Prospectus will, following publication, be available for inspection from the Company's registered office.

 

 

 

 

04 March 2013

 

HellermannTyton Group PLC

 

Announcement of intention to IPO and list on the London Stock Exchange

 

 

HellermannTyton Group PLC announces its intention to launch an initial public offering (the "Offer" or "IPO"). The Company intends to apply for admission of its ordinary shares to the premium listing segment of the Official List of the UK Financial Services Authority and to trading on the main market for listed securities of the London Stock Exchange plc (together, "Admission"). It is expected that the Offer will complete at the end of March 2013.

 

HellermannTyton is a market-leading global manufacturer and provider of high performance and innovative cable management solutions. The Company offers a broad range of highly engineered and technically specified products that are developed to meet customer and market-specific requirements. Its cable management solutions are designed for fastening, identifying, insulating, protecting, organising, routing and connecting components in the electrical, automotive and datacom markets. HellermannTyton was established over 70 years ago and has been operating internationally for over 40 years. The Group has direct sales operations in 34 countries worldwide.

 

Business Highlights

 

Proven strategy to deliver the Group's objective of organic revenue growth of 3-4% above global industrial production

·      Organic sales CAGR of 11.5% since 2010

A market leader with a strong, worldwide brand

·      Clear #1 positions in key electrical markets of Brazil, Germany, Japan and the UK and key automotive markets of Brazil, Germany and US trucks

Well positioned in attractive and growing markets

·      Approximately half of Group sales come from Asia and the Americas

Long-standing, blue chip and growing customer base

·      Sales to top 15 customers represent approximately one third of total sales and grew at a CAGR of more than 20% over the last three years

Superior and robust business model

·      World-class manufacturing capabilities

11 primary manufacturing locations in nine countries with over €150 million of capital investment since 2006

·      Broad diversification across regions, customers, end markets and product lines

More than 20,000 products sold across 34 countries with no customer accounting for more than 6% of sales

·      Strong competitive position with high barriers to entry

Attractive financial profile

·      Consistent, strong margins of approximately 20% over the last three years1

Strong and experienced management team

·      Experienced senior and regional management teams with strong industry credentials and many years of relevant international experience

1 Margins relate to adjusted EBITDA.

 

On IPO, it is expected that the Board of HellermannTyton will be chaired by David Newlands, who will be joined by Tim Hancock, John Biles and David Lindsell as independent Non-Executive Directors.

 

Commenting on today's announcement, David Newlands said:

 

"The HellermannTyton management team has done an outstanding job of developing the business into a worldwide brand name synonymous with high quality, reliability and customer service. During the period of Doughty Hanson's ownership, the Group has expanded its global footprint and increased its capabilities in emerging economies and end markets exposed to structural growth drivers. HellermannTyton is set to benefit from its market-leading positions and its exposure to attractive sector trends. I am delighted to be joining the Board along with Tim Hancock, John Biles and David Lindsell. I look forward to working with the Board and management to capitalise on HellermannTyton's strong growth opportunities as the Group embarks on its next phase of development."

 

Commenting on today's announcement, Steve Salmon, Chief Executive of HellermannTyton said:

 

"HellermannTyton's cable management solutions represent a critical component of our customers' end applications. We are proud of our market-leading positions in the electrical and automotive industries across core geographies and believe we are well-positioned to benefit from the underlying growth potential in our principal markets. Our products continue to increase their penetration in each of our end markets, which has allowed HellermannTyton to deliver strong organic growth during the 18 years in which I have had the privilege to lead the business. I am delighted to announce this step today, which will build on our existing brand profile, helping us to achieve our continued objective of delivering organic growth of 3-4% above global industrial production, supplemented by potential value-enhancing bolt-on acquisitions."

 

Overview of the Offer

·      The Offer will comprise an offer of new and existing shares. The gross primary proceeds from the Offer of €35 million will be used to provide a more flexible capital structure for the continued growth of the Company including potential bolt-on acquisitions and the continued expansion of HellermannTyton's manufacturing base which is adding an additional 40% of manufacturing floor space.

·      The Offer will also incorporate a sale of existing shares by Doughty Hanson, providing them with the opportunity to realise part of their investment in the Company. Doughty Hanson has agreed not to sell any further ordinary shares for a period of at least 180 days from the date of Admission.

·      HellermannTyton management remains incentivised and their interests remain aligned with other ordinary shareholders, as those members of the Company management selling ordinary shares pursuant to the Offer will each retain at least 80% of their total interest in the Company. In addition, these management shareholders have agreed not to sell any further ordinary shares for a period of at least 360 days from the date of Admission.

·      Following the Offer, the UK Listing Authority's minimum freefloat requirements will be satisfied with current free float expectations of at least 40% of the issued share capital of the Company.  The IPO prospectus will contain more information in due course.

·      Over-allotment shares will be made available by Doughty Hanson.

·      It is expected that the Offer will complete at the end of March 2013 and that the Company will be eligible for inclusion in the FTSE UK Index Series at the quarterly review in June 2013.

·      In relation to the Offer, Goldman Sachs International ("Goldman Sachs") is acting as Sponsor. Goldman Sachs and J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove, "J.P. Morgan Cazenove") are acting as Joint Global Co-ordinators and Joint Bookrunners. Numis Securities Limited is acting as Lead Manager.

 

ENQUIRIES

 

HellermannTyton at Powerscourt:

+44 (0) 20 7250 1446

Giles Sanderson

Rob Greening




Sole Sponsor, Joint Global Coordinator and Joint Bookrunner                         +44 (0) 20 7774 1000

Goldman Sachs:

Alasdair Warren

Dominic Lee

Adrian Beidas

Duncan Stewart




Joint Global Coordinator and Joint Bookrunner

+44 (0) 20 7777 2000

J.P. Morgan Cazenove:

Robert Constant

Jonathan Wilcox

Christopher Nicholls

Neil Haycock




Lead Manager

+44 (0) 20 7260 1000

Numis Securities:

Rupert Krefting

Alex Ham


 

HellermannTyton Key Strengths

 

Proven strategy to deliver the Group's objective of organic revenue growth of 3-4% above global industrial production

 

The Group's aim is to continue its strategy of extending its leadership in the industry and to be its customers' partner of choice by providing consistent high quality, reliable and innovative cable management solutions as well as strong customer service. The following are key elements of this strategy:

·      Focus on providing cable management solutions for the Group's segments which have high growth opportunities driven primarily by structural changes in the electrical, automotive and datacom markets and the increasing demand for power and data;

·      Strengthen HellermannTyton's presence in geographies with high growth opportunities, such as Brazil, China, India, Russia and South Korea, by leveraging its existing capabilities, technical expertise, broad product portfolio and global presence;

·      Increase customer penetration, with a focus on the top 15 customers which represented approximately 34% of HellermannTyton's revenue in 2012; and

·      Continue to design and produce innovative products and solutions to reinforce its existing customer relationships and maintain its position as the partner of choice.

A market leader with a strong, worldwide brand

 

HellermannTyton believes it has clear number one positions in its key electrical markets of Brazil, Germany, Japan and the UK and its key automotive markets of Brazil, Germany and US trucks and is a technical leader in the datacom market. The Group believes its reputation is based on its longstanding customer relationships built around consistent reliability, innovation and commitment to customer service. The Group has been able to build on the strength of its reputation on the basis of the quality of its products and solutions which are mission-critical and designed to be installed and last for the lifetime of the end-users' equipment. The Group provides branded HellermannTyton products through which it further establishes its brand recognition and loyalty.

 

Well positioned in attractive and growing markets

 

HellermannTyton is a market-leading supplier to a broad range of end-markets with long-term growth characteristics. The Group believes it is well placed to take advantage of structural growth opportunities given its broad range of cable management solutions and market leading positions in its core geographies. In the electrical segment, the Group expects to benefit from the increasing demand for cable management solutions in growth areas such as alternative energy, mass transit and office and home equipment markets. Within the automotive segment, HellermannTyton expects to benefit from structural drivers such as vehicle production, increased plastic content, increasing safety standards, the increasing prevalence of electrical and hybrid vehicles, the globalisation of vehicle platforms with localised supply chains, increased demand for quality and reliability and the demand for more functionality. Within the datacom segment, the Group believes it is well placed to take advantage of the growth opportunities from the increasing demand for data, greater broadband penetration, increasing growth in the numbers of data centres and increasing demand for cable installation efficiencies.

 

Long-standing, blue chip and growing customer base

 

The Group has a diverse customer base with a global footprint, including many blue chip companies that are leaders in their respective markets. HellermannTyton's ability to offer high quality and reliable standardised and customised cable management solutions has positioned it as a key long-standing partner for many of the world's leading OEMs. The Group typically develops new products, solutions and technologies in close collaboration with these customers and has engineers located on-site working alongside the design teams at a number of its major customers.

 

Superior and robust business model

 

The cable management business is characterised by relatively high barriers to entry including proprietary know-how, technical expertise and a high level of initial capital required to invest in moulds, equipment, machinery and facilities. With the Group's established customer relationships, technical and proprietary expertise and world-class production facilities combined with sales and distribution teams in its core geographies, HellermannTyton believes it has a strong competitive position. The Group's business is diversified, which gives it exposure to a wide range of different growth trends and enhances its overall resilience to cyclicality in particular markets or regions. The Group offers over 20,000 products through an experienced global sales force. HellermannTyton currently operates world-class production facilities in 11 primary locations across nine countries, which are located close to many of its key customers allowing the group to match global customer requirements with local production, support and coverage.

 

 

 

 

Attractive financial profile with consistent, strong margins

 

The Group has a strong record of increasing revenues while maintaining strong margins and cash generation. The Group has delivered an organic sales CAGR of 11.5% and consistent, strong margins of approximately 20%2 since 2010. HellermannTyton's cash conversion has also been historically strong which reflects the attention to cash generation and cash management. The Group also maintains a strong focus on working capital management to ensure inventory, payables and receivables are appropriate for its current levels of trading and growth. HellermannTyton expects to maintain a progressive dividend policy, targeting an initial payout ratio of 30-40% of adjusted annual net income3 and with the maiden dividend expected to be announced in August 2013.

 

Strong and experienced management team

 

HellermannTyton has a highly trained global workforce and experienced senior and regional management teams with strong industry credentials and many years of relevant international experience. The Group operates a globally and regionally integrated decentralised structure which allows the business to be responsive and culturally aligned to customers and empowers local management ensuring they have ownership of day to day business performance.

 

2 Margins relate to adjusted EBITDA.
3 The Group defines Adjusted Net Income as Net Income before certain one-off costs, transaction costs, unrealised foreign exchange gains or losses on intra-Group borrowings and profits on business disposals. The one-off costs principally represent costs related to reorganisation, value enhancement projects, special inventory and bad debt provisions.

 

About HellermannTyton

HellermannTyton is a market leading global manufacturer and supplier of high performance and innovative cable management solutions for fastening, identifying, insulating, protecting, organising, routing and connecting components in electrical, automotive and datacom markets. The Group operates world class production facilities in 11 primary locations across nine countries, producing over 12 billion items annually from the more than 20,000 products offered. As at 31 December 2012, the Group employed a total of 3,229 employees worldwide.

HellermannTyton sells its products and solutions directly in 34 countries, particularly in its core geographies of Brazil, the E.U., Japan and the United States, with an increasing focus on China, India, Russia and South Korea. The Group has deep local knowledge of the various geographic markets in which it operates, which has enabled it to meet the product demand of its global customers and to attract new customers in those locations. The Group believes that the high quality, reliability and innovative nature of its products, as well as its strong commitment to customer service, have been key drivers for its growth and recognition as a market leader. In addition, a significant factor in its growth has been the Group's ability to develop its products in response to key growth drivers in the markets in which it operates, such as the increasing demand for data and power and access to electricity, increased urbanisation, increased industrial and infrastructure construction, substituting plastic fixings for metal fixings, fuel efficiency in vehicles and the growing demand for installation efficiencies in its end-markets.

HellermannTyton's global operations are focused on operational efficiency, quality and innovation. The Group manufactures highly engineered and technically specified products which are predominantly produced in large volumes and are engineered to meet market-specific requirements. The Group's global production facilities are highly automated with mould tool manufacturing and maintenance capabilities. HellermannTyton had over 340 injection moulding machines and approximately 95,900 tons of injection moulding capacity as of 31 December 2012. HellermannTyton designs and manufactures its products, as well as the moulds and dies used in the manufacturing process, in-house. Using integrated advanced technologies in its mould design and manufacture, HellermannTyton offers high quality technical solutions specified and approved into OEM platforms. The Group's products are durable and critical components, which are designed to be installed and last for the lifetime of the end-users' equipment. HellermannTyton believes its facilities, equipment and proprietary know-how allow it to continue providing a wide range of reliable and high quality standard and customised products.

The Group originated in Europe in the 1930s when the U.K. "Insuloid" business and German Paul Hellermann business were established. From 1969 to the late 1990s, the Group established operations in Argentina, Austria, Brazil, China, Japan, Singapore, Spain and the United States. During the period from 1998 to 2006, the Group focused on the globalisation of the business and consolidation of its brand position under the HellermannTyton name. In 2006, the Group was acquired by Doughty Hanson from Spirent plc. Since 2006, the Group has expanded its production capacity and supply chain, increased focus on sales and marketing and operational improvements and expanded its operations in South and Central America and Asia.

Financial Highlights

 

The following are highlights from the Group's full year results for the three financial years ended 31 December 2012:

 


2010

2011

2012
(unaudited)

% CAGR
2010-2012


(€ in millions)


Revenues










EMEA

237.3

267.3

270.3

6.7%

  % Growth


12.7%

1.1%







Americas

96.2

112.0

128.9

15.7%

  % Growth


16.4%

15.0%







Asia Pacific

79.9

94.2

115.0

20.0%

  % Growth


17.9%

22.2%







Total Revenues

413.4

473.5

514.2

11.5%

  % Growth


14.6%

8.6%







Adjusted EBITDA4

83.1

93.2

100.4

9.9%

  % Margin

20.1%

19.7%

19.5%


 

4The Group defines EBITDA as operating profit before depreciation and amortisation. The Group defines Adjusted EBITDA as EBITDA before certain one-off costs, transaction costs, unrealised foreign exchange gains or losses on intra-Group borrowings and profits on business disposals. The one-off costs principally represent costs related to reorganisation, value enhancement projects, special inventory and bad debt provisions and have been extracted, without material adjustments, from the Group's accounting records. The one-off costs in 2010 principally represent costs related to special inventory provision, redundancy/termination and value enhancement projects - €1.3m. The one-off costs in 2011 principally represent costs related to facility reorganisation and value enhancement projects - €1.4m. The one-off costs in 2012 principally represent costs related to facility reorganisation and termination - €1.7m. The transaction costs represent costs related to advisory fees incurred in connection with certain transactions considered by the Group in the period concerned in accordance with its overall strategy, and have been extracted, without material adjustments, from its accounting records (€4.1m in 2010, €6.0m in 2011, €7.5m in 2012). Unrealised foreign exchange gains or losses on intra-Group borrowings comprise unrealised foreign exchange gains or losses on intra-Group borrowings, which have been extracted, without material adjustments, from the Group's accounting records (€(0.8m) in 2010, €(0.3m) in 2011, €(2.6m) in 2012). The Profit on disposal of associate relates to the sale of Wago in 2011 for €5.0m.

 

HellermannTyton Board of Directors

 

HellermannTyton has assembled a strong Board of Directors who will be appointed prior to admission. Independent directors, including the Chairman, will comprise more than half of the Board such that the Company expects to be in full compliance with the UK Corporate Governance Code. HellermannTyton believes the Board will have extensive, complementary experience in the industrial and manufacturing sectors. Board members are expected to be:

 

·      Non-Executive Chairman: David Newlands. Appointment expected March 2013.

·      Chief Executive Officer: Steve Salmon. Appointed Chief Executive in 2006.

·      Chief Financial Officer: Tim Jones. Appointed February 2006.

·      Senior Independent Non-Executive Director: Tim Hancock. Appointment expected March 2013.

·      Independent Non-Executive Director: John Biles. Appointment expected March 2013.

·      Independent Non-Executive Director: David Lindsell. Appointment expected March 2013.

·      Non-Executive Director: Alex Moss. Appointed November 2012.

 

Board Biographies

David Newlands is expected to be appointed Chairman of the Company in March 2013. He qualified as a Chartered Accountant with Deloitte & Touche in 1968 and was admitted to the partnership at the age of 30. In 1989 he joined The General Electric Company plc and spent eight years as Group Finance Director. Since leaving the company in 1997, he has held numerous directorships with companies such as Standard Life Assurance, Britax International plc and Tomkins plc, amongst others. He was educated at the Edinburgh Academy.

Steve Salmon has been the team leader of the business for 18 years, previously as Group President and Group General Manager. Having qualified as a Chartered Accountant at 21, he went into industry initially at Courtaulds London head office in 1970, joining the Bowthorpe Group (then owners of the HellermannTyton business) in 1973, where he became Group Financial Controller in 1985.

Tim Jones was appointed Chief Financial Officer of the Group in February 2006 following the purchase by Doughty Hanson. He was previously Head of Internal Control at Spirent plc, with a reporting line to the Audit Committee, a role he held for five years. Previously, he was Group Management Accountant. He spent 11 years working for De La Rue plc in a number of financial roles, including Management Accountant at both Divisional and Business unit level. He has a Bachelor of Arts degree in Business Studies from Bournemouth University and is qualified as a Chartered Management Accountant.

Tim Hancock is expected to be appointed a Senior Non-executive Director of the Company in March 2013. He has over 35 years' experience in the investment banking industry, and was formerly a managing director and partner at Rothschild. In the past 15 years he has served as a Non-executive Director to several companies and charities, including British-Borneo Petroleum PLC, the British Neurological Research Trust and GoJaspa Limited. He holds a Bachelor of Arts degree with Honours in Modern History from the University of Oxford.

John Biles is expected to be appointed a Non-executive Director of the Company in March 2013. He qualified as a Chartered Accountant with Price Waterhouse & Co, following which he held the position of financial director at various subsidiaries of Racal Electronics Plc and then successively Group Finance Director of Chubb Security Plc and FKI Plc. Since 2001 he has served in numerous non-executive roles with major companies such as Charter International PLC, Viridian PLC and Bodycote PLC, in each case also holding the position of Chairman of the Audit Committee. He holds a Bachelor of Sciences Combined Honours degree in Chemistry and Physics from the University of Exeter.

David Lindsell is expected to be appointed a Non-executive Director of the Company in March 2013. Mr Lindsell spent almost 30 years as a partner at Ernst & Young, and served as the lead audit partner for numerous FTSE 100 companies during his career at the firm. He is a non-executive director and chairman of the audit committees of Premier Oil plc and Drax Group plc. He was deputy chairman of the Financial Reporting Review Panel from 2008 to 2012 and has served on a number of professional bodies relating to financial reporting and the accountancy profession. He graduated from Cambridge University with a Bachelor's degree in History and is a Chartered Accountant.

Alex Moss is a Principal at Doughty Hanson where he has worked since 2006. Prior to joining Doughty Hanson, he worked for over five years at Close Brothers Corporate Finance in London. He has a Bachelor of Sciences degree in Biological Sciences with Honours in Biochemistry from the University of Edinburgh.

 

 

Forward looking statements

 

Certain statements contained in this announcement that are not statements of historical fact, including, without limitation, any statements preceded by, followed by or including the words "targets," "believes," "expects," "aims," "intends," "may," "anticipates," "would," "could" or similar expressions or the negative thereof, constitute forward-looking statements, notwithstanding that such statements are not specifically identified. Examples of forward-looking statements include, but are not limited to: (i) statements about the benefits of any contemplated offering of securities, including future financial and operating results; (ii) statements of strategic objectives, business prospects, future financial condition, budgets, projected levels of production, projected costs and projected levels of revenues and profits of the Company or its management or board of directors; (iii) statements of future economic performance; and (iv) statements of assumptions underlying such statements.

 

By their nature, forward-looking statements involve risk and uncertainty, because they relate to future events and circumstances. Forward-looking statements are not guarantees of future performance, and the actual results, performance, achievements or industry results of HellermannTyton's operations, results of operations, financial position and the development of the markets and the industry in which it operates or is likely to operate may differ materially from those described in, or suggested by, the forward-looking statements contained in this presentation. In addition, even if the operations, results of operations, financial position and the development of the markets and the industry in which HellermannTyton operates is consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. A number of factors could cause results and developments to differ materially from those expressed or implied by the forward-looking statements including, without limitation, general economic and business conditions, industry trends, competition, changes in regulation and currency fluctuations.

 

Forward-looking statements may, and often do, differ materially from actual results. Any forward-looking statements in this announcement reflect HellermannTyton's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to HellermannTyton's financial position, operations, results of operations, growth, strategy and expectations. Any forward-looking statement speaks only as of the date on which it is made. New factors will emerge in the future, and it is not possible for HellermannTyton to predict which factors they will be. In addition, HellermannTyton cannot assess the impact of each factor on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those described in any forward-looking statements.

 

HellermannTyton and each of Goldman Sachs, J.P. Morgan Cazenove and Numis Securities Limited (together the "Banks") and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

 

Important notice

 

The contents of this announcement, which have been prepared and issued by, and are the sole responsibility of the Company, have been approved solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 by Goldman Sachs.

 

Neither this announcement nor any copy of it may be taken or transmitted, directly or indirectly, into the United States, Australia, Canada or Japan or to any persons in any of those jurisdictions or any other jurisdictions where to do so would constitute a violation of the relevant securities laws of such jurisdiction.

 

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 other securities to any person in the United States or any other jurisdiction 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 Offer and the distribution of this announcement and other information in connection with the listing and Offer 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 restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

 

The securities proposed to be offered by the Company have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act") or under any securities laws of any state of the United States and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state laws. There will be no public offering of securities in the United States.

 

The securities proposed to be offered by the Company have not been and will not be registered under the applicable securities laws of Canada, Japan or Australia and may not be offered or sold in Canada, Japan or Australia except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the applicable securities laws. There will be no public offering of securities in Canada, Japan or Australia.

 

This announcement is directed only at persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(1)(e) of EU Directive 2003/71/EC and the amendments thereto, including Directive 2010/73/EC, to the extent implemented in the relevant member state.

 

Any purchase or subscription of Shares in the proposed Offer should be made solely on the basis of the information contained in the Prospectus to be issued by HellermannTyton in connection with the Offer. No reliance may or should be placed by any person for any purpose whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change and does not purport to be full or complete. However, neither HellermannTyton nor the Banks undertake to provide the recipient of this announcement with any additional information, or 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 HellermannTyton to proceed with the Offer or any transaction or arrangement referred to herein. This announcement has not been approved by any competent regulatory authority.

 

The Banks, each of which is authorised and regulated in the UK by the Financial Services Authority, are acting exclusively for HellermannTyton and no one else in connection with the Offer and will not regard any other person as their respective client in relation to the Offer and will not be responsible to anyone other than HellermannTyton for providing the protections afforded to their respective clients or for giving advice in relation to the Offer or the contents of this announcement or any transaction, arrangement or other matter referred to herein.

 

In connection with the Offer, each of the Banks or any of their respective 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 HellermannTyton or related investments in connection with the Offer or otherwise. Accordingly, references in the Prospectus, once published, 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, the Banks or any of their respective affiliates acting as investors for their own accounts. The Banks or any of their respective affiliates 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.

 

None of the Banks nor any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for, or makes any representation, warranty or undertaking , 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 HellermannTyton, its subsidiaries 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.

 

The date of Admission may be influenced by factors such as market conditions. There is no guarantee that the Offer and Admission will occur and you not should base your financial decisions on the Company's intentions in relation to the Offer and Admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. The value of Shares can decrease as well as increase. This announcement does not constitute a recommendation concerning the Offer. Persons considering investment in such investments should consult an authorised person specialising in advising on such investments.

 

In connection with the Offer, a stabilising manager, or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot Shares or effect other transactions with a view to supporting the market price of the Shares at a higher level than that which might otherwise prevail in the open market. The stabilising manager may, for stabilisation purposes, over-allot Shares up to a maximum of 10% of the total number of Shares comprised in the Offer. The stabilising manager will not be required to enter into such transactions and such transactions may be effected on any stock, market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the commencement of conditional dealings of the Shares on the London Stock Exchange and ending no later than 30 calendar days thereafter. However, there will be no obligation on the stabilising manager or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilising measures, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the Shares above the offer price. Save as required by law or regulation, neither the stabilising manager nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Offer.

 

Note that certain figures in this announcement have been rounded. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given.

 

 

 


 

This information is provided by RNS
The company news service from the London Stock Exchange
 
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Announcement of Intention to Float - RNS