|Elkem skal på børs igjen, etterat dagens ene-eier Bluestar Elkem Int. Co Ltd. S.A., hel-eid av Bluestar Holding, som igjen er hel-eid av China National Chemical Corporation, som er et 100% kinesisk, statseid selskap har besluttet å selge seg ned i Elkem AS, men fortsatt beholde aksje-majoriteten.
I IPO'en tilbys:
- Opptil 179 310 344 nye ELK-aksjer til norske og internasjonale investorer.
- Bluestar Elkem Int. tilbyr også opptil 71 657 143 eksisterende ELK-aksjer til d.s.
- Aksjene er delt i 2 potter, i) privat-investorer i Norge tilsvarende beløp mellom NOK 10 500 og 1 999 999, og ii) institusjonelle/profesjonelle norske og int. investorer fo rbeløp over NOK 1 999 999.
- Overtilbud tilsv. +15% av overskytende antall.
- Indikert pris-intervall NOK 29-35/aksje, utenat dette er "spikret".
Etterat IPO'en er gjennomført, vil mellom 40 og 46% ELK-aksjer være i fri omsetning.
Tilbudsperioden løper fra idag kl. 09:00CET til 21 mars 14:00CET (kl. 12:00 for privar-investorer)
Det vil være en lock-up periode på 365 dager for Bluestar og deres ledelse/ledende ansatte.
I tillegg er det de vanlige forbehold, bl.a at reglene til OSLO Børs' hovedliste blir overholdt.
Elkem ASA - Announcement of terms for the initial public offering (IPO)
Oslo - With reference to the announcement of 26 February 2018 regarding the intention to list the shares of Elkem ASA ("Elkem" or the "Company", OSE ticker code "ELK") on the Oslo Stock Exchange and the contemplated initial public offering (the "Offering"), Elkem has resolved to launch the Offering and will apply for a listing of its shares on the Oslo Stock Exchange. Subject to approval of the listing application and a successful completion of the Offering, the shares of Elkem are expected to be admitted to listing and commence trading on an "if issued/if sold" basis (i.e. conditional trading) on the Oslo Stock Exchange on or about 22 March 2018. Unconditional trading is expected to commence on or about 26 March 2018.
The Offer Shares (as defined below) are expected to be sold at a price between NOK 29 and NOK 35 per Offer Share, corresponding to an equity value (following issuance of the New Shares (as defined below)) of between approximately NOK 16,858 million and NOK 19,270 million. The final offer price per Offer Share may, however, be set above or below this indicative price range.
The Company intends to raise gross proceeds of NOK 5,200 million by issuing up to 179,310,344 new shares (the "New Shares") in the Offering. The Company will use the net proceeds from the New Shares to (i) finance the acquisition of Jiangxi Bluestar Xinghuo Organic Silicones Co. Ltd. and Bluestar Silicon Material Co. Ltd. and (ii) reduce the Elkem group's long-term interest bearing debt.
Further, up to 71,657,143 existing shares (the "Sale Shares") will be offered by the Company's sole shareholder, Bluestar Elkem International Co., Ltd. S.A. (the "Selling Shareholder" or "Bluestar"). In addition, the Managers (as defined below) may elect to over-allot a number of additional shares equaling up to approximately 15% of the number of New Shares and Sale Shares to be sold in the Offering (the "Additional Shares" and, together with the New Shares and the Sale Shares, the "Offer Shares"). The Selling Shareholder will grant Morgan Stanley & Co. International plc, on behalf of the Managers, an option to borrow a number of shares in the Company equaling the number of Additional Shares to facilitate such over-allotment, as well as an over-allotment option to purchase from the Selling Shareholder at the final offer price a number of shares equaling the number of Additional Shares to cover any over-allotments made in connection with the Offering. The over-allotment option may be exercised, in whole or in part, within a 30-day period commencing the day on which "if issued/if sold" trading in the Company's shares on the Oslo Stock Exchange commences.
The Company will receive the proceeds from the sale of New Shares, while the Selling Shareholder will receive the proceeds from the sale of Sale Shares and any shares sold under the over-allotment option.
After completion of the Offering, it is expected that the free float of Elkem will be minimum 40% of the shares in the Company if the over-allotment option is not utilized, and minimum 46% if the over-allotment option is utilized in full. The Selling Shareholder will remain a significant shareholder after the Offering, holding between 54% and 60% of the shares in the Company, depending on whether the over-allotment option is exercised.
The Company, the Selling Shareholder senior employees of the Company will enter into customary lock-up arrangements with the Managers that, without the prior written consent from the Joint Global Coordinators, will restrict their ability to issue, sell or dispose of Shares, as applicable, for a period of 365 days from the date of delivery and payment for the Offer Shares, which is expected to take place on or about 26 March 2018.
The Offering consists of:
- An Institutional Offering, in which Offer Shares are being offered (a) to institutional and professional investors in Norway, (b) investors outside Norway and the United States, subject to applicable exemptions from prospectus and registration requirements, and (c) in the United States to QIBs, as defined in, and in reliance on Rule 144A of the U.S. Securities Act or another available exemption from registration under the U.S. Securities Act. The Institutional Offering is subject to a lower limit per application of NOK 2,000,000.
- A retail offering, in which Offer Shares are being offered to the public in Norway subject to a lower limit per application of an amount of NOK 10,500 and an upper limit per application of NOK 1,999,999 for each investor. Investors who intend to place an order in excess of NOK 1,999,999 must do so in the Institutional Offering. Multiple applications by one applicant in the Retail Offering will be treated as one application with respect to the maximum application limit.
ABG Sundal Collier ASA and Morgan Stanley & Co. International plc are acting as
Joint Global Coordinators and Joint Bookrunners, Carnegie AS, Citigroup Global
Markets Limited and Nordea Bank AB (publ), filial i Norge are acting as Joint
Bookrunners, in connection with the IPO (collectively, the "Managers").
Advokatfirmaet Thommessen AS and Linklaters LLP are acting as legal counsels to
Elkem and Bluestar. Advokatfirmaet Schjødt AS and Shearman & Sterling (London)
LLP are acting as legal counsels to the Managers.
For further queries, please contact:
Morten Viga, CFO, Tel: +47 4160 9752
Odd-Geir Lyngstad, Head of IR, Tel: +47 9767 2806
mer på link
Elkem: IPO Prospectus (HTML)
Endret 12.03.2018 18:48 av OldNick