| Taminco announces that it intends to apply for its shares to be admitted to listing on Euronext Brussels. |
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Wednesday 6 January 2010 - press release
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPANIntention to Float (English version) Intention to Float (Dutch version) Intention to Float (French version)
This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any shares referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") to be published by Taminco Group NV (the "Company"or "Taminco") in due course in connection with the offering and admission to listing of its ordinary shares (the "Shares") on Euronext Brussels. Copies of the Prospectus will, following publication, be available at Taminco's registered office at Pantserschipstraat 207, 9000 Ghent as well as on the Company's website http://www.taminco.com/. Copies of the Prospectus can also be obtained on request from KBC, BNP Paribas Fortis, Dexia, ING, Bank Degroof and Petercam as well as on their respective websites http://www.kbcsecurities.be, http://http://www.bolero.be, http://www.kbc.be, http://www.fortisbanking.be/saveandinvest, http://www.dexia.be, http://www.ing.be, http://www.degroof.be and http://www.petercam.be. This announcement is not an offering and any public offering to retail investors in Belgium will be subject to and only take place after the approval of the Prospectus by the Belgian Banking, Finance and Insurance Commission (the "CBFA"). TAMINCO
Ghent, January 6, 2010 - Taminco, the world's only globally active specialist producer of alkylamines that is integrated into the production of a broad range of alkylamine derivatives, announces today that it intends to apply for its Shares to be admitted to listing on Euronext Brussels ("Admission") in connection with an offering of its Shares (the "Offering").The Offering is expected to comprise an offering by the Company of new shares (the "New Shares"), which will have VVPR strips attached, and an offering of existing shares (the "Existing Shares"), without VVPR strips attached, by Taminco Group Holdings S.à r.l. (the "Selling Shareholder"), whose indirect shareholders include funds managed and advised by CVC Capital Partners or AlpInvest Partners and certain members of the Company's management.
Company Background
Taminco, The Amine Company, is the largest alkylamine producer in the world. The Company produces alkylamines and their derivatives which are key elements in a broad array of chemical products that have a wide range of applications in, amongst others, crop protection, water treatment, surfactants, animal feed and pharma applications. Taminco has seven manufacturing facilities located in Belgium, Germany, the United States, Brazil and China and 17 sales offices globally with approximately 780 employees in 16 countries. The Company generated revenues of €692.0 million in the year ended December 31, 2008 and €445.3 million in the nine months ended September 30, 2009. Moreover, Taminco has maintained the profitability of its business in the face of the recent economic downturn with EBITDA increasing by €18.9 million, or 19.6%, from €96.5 million in 2007 to €115.4 million in 2008, and by €22.3 million, or 24.9%, from €89.4 million in the nine months ended September 30, 2008 to €111.7 million in the nine months ended September 30, 2009. Taminco is organised into two divisions, reflecting the end-user segments to which the Company markets and sells its products, Functional Chemicals and Agro Sciences. Functional Chemicals and Agro Sciences accounted for 63.5% and 36.5% of the Company's total revenues and 71.6% and 28.4% of total EBITDA, respectively, in the nine months ended September 30, 2009. The Functional Chemicals business unit produces specialty chemical intermediates that are used in the manufacture of specialty products and active ingredients - properties that are integral to the functions those products serve. The Agro Sciences unit produces alkylamines and alkylamine derivatives for use in crop protection, herbicides and feed additives. Taminco is primarily focused on Europe and North America with sales in Europe growing from €202 million in 2006 to €276 million in 2008 (€182 million in the nine months ended September 30, 2009); in North America, sales grew from €94 million in 2006 to €287 million in 2008 (€185 million in the nine months ended September 30, 2009). The Company's operations in Latin America increased sales from €22 million in 2006 to €75 million in 2008 (€40 million in the nine months ended September 30, 2009) and Taminco has grown sales in Asia from €37 million in 2006 to €54 million in 2008 (€39 million in the nine months ended September 30, 2009). Taminco was created as a carve-out from UCB in 2003. Taminco Group NV was incorporated on August 20, 2007 by CVC Capital Partners as a vehicle to effect the acquisition of Taminco NV.
Details of the Offering
Subject to the approval of the Prospectus by the CBFA, the Offering is expected to comprise an offering to institutional investors in Belgium and elsewhere outside of Belgium and a public offering to retail investors in Belgium. There will be no public offering outside Belgium.
Use of Proceeds
The Company intends to raise proceeds through the issuance of New Shares of up to €160 million, with the remainder of the Offering consisting of an offering of Existing Shares by the Selling Shareholder. Parties envisage that the free float will amount to approximately 45% to 65% of the Company's total Shares. The proceeds from the sale of New Shares will be used primarily for debt repayment and secondarily for general corporate purposes.
Enquiries:
Taminco Group NV
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. Merrill Lynch International, Morgan Stanley & Co. International plc, KBC Securities and BNP Paribas Fortis are acting for the Company and the Selling Shareholder and no one else in relation to the Offering, and will not be responsible to anyone other than the Company and the Selling Shareholder for providing the protections offered to their respective clients nor for providing advice in relation to the Offering. None of Merrill Lynch International, Morgan Stanley & Co International plc, KBC Securities or BNP Paribas Fortis or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, the Selling Shareholder, their respective 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 announcement or its contents or otherwise arising in connection therewith. This announcement does not constitute, or form part of, an offer or invitation to sell or issue, or any solicitation of an offer to purchase or subscribe for securities and any subscription for or purchase of, or application for, shares in the Company to be issued or sold in connection with the Offering should only be made on the basis of information contained in the Prospectus to be issued in due course in connection with the Offering and any supplements thereto. The Prospectus will contain certain detailed information about the Company and its management, risks associated with investing in the Company, as well as financial statements and other financial data. These materials are not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia). These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended, (the "Securities Act") and may not be offered or sold in the United States, except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of securities in the United States. This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "relevant persons"). Any investment activity to which this communication relates will only be available to and will only be engaged in with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. This communication may be distributed in a member state of the European Economic Area, with the exception of Belgium, which applies Directive 2000/71/EC (this Directive together with any implementing measures in any member state, the "Prospectus Directive") only to those persons who are investment professionals for the purposes of the Prospectus Directive in such member state, and such other persons as this document may be addressed on legal grounds, and no person that is not a relevant person may act or rely on this document or any of its contents. This announcement and the information contained herein are not for publication, distribution or release in, or into, the United States, Canada, Australia or Japan. The contents of this announcement include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "may", "will", or "should", and include statements we make concerning the intended results of our strategy. By their nature, forward-looking statements involve risks and uncertainties and readers are cautioned that any such forward-looking statements are not guarantees of future performance. The Company's actual results may differ materially from those predicted by the forward-looking statements. The Company undertakes no obligation to publicly update or revise forward-looking statements, except as may be required by law. Each of the Company, the Selling Shareholder, Merrill Lynch International, Morgan Stanley & Co International plc, KBC Securities and BNP Paribas Fortis 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. The date of Admission may be influenced by things such as market conditions. There is no guarantee that Admission will occur and you should not base your financial decisions on the Company's intentions in relation to Admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing the entire amount invested. Persons considering investment in such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Offering. The value of the Shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Offering for the person concerned.
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