Thursday 21 January 2010 - press release

Launch of IPO (English version)

Launch of IPO (Dutch version)

Launch of IPO (French version)

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, OR JAPAN

PRESS RELEASE

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") published by Taminco Group NV (the “Company” or “Taminco”) in connection with the offering and admission (“Admission”) to listing of its ordinary shares (the "Shares") on Euronext Brussels. Investors should read the entire Prospectus and, in particular, the section headed “Risk Factors”, when considering an investment in the Company. Copies of the Prospectus are available at Taminco’s registered office at Pantserschipstraat 207, 9000 Ghentas 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://www.bolero.be, http://www.kbc.be, http://www.cbc.be, http://www.fortisbanking.be/saveandinvest, http://www.dexia.be, http://www.ing.be, http://www.degroof.be and http://www.petercam.be. 

Taminco Announces Offer Price Range of €11.00 - €14.00 per Share Offer size of up to €370.6 - €421.5 million, resulting in a 57.5% - 60.7% free float(1)

Offer Price expected to be announced on 5 February 2010 (subject to early closing)

Ghent, 21 January 2010 – Taminco, the world’s only globally active specialist producer ofalkylamines that is integrated into the production of a broad range of alkylamine derivatives, announces the launch of the initial public offering (the “Offering“) and listing of its Shares on Euronext Brussels under the symbol ‘AMIN’.

Structure and terms of the Offering:

• The Offering consists of a public offering to retail investors in Belgium and an offering to institutional investors in Belgium and outside of Belgium.
• The Offering consists of an offering of up to € 160 million in new shares (with VVPR strips attached) (the “New Shares”) by the Company and an offering of up to 14,750,000 existing shares (without VVPR strips attached) (the “Existing Shares” and, together with the New Shares, the “Offer Shares”) by Taminco Group Holdings S.à r.l. (the “Selling Shareholder“).
• The price range for the Offering (the “Offer Price Range”) has been set at €11.00 - €14.00 per Share.
• The final offer price (the “Offer Price”) will be determined on the basis of a book-building process in which only institutional investors will participate. The Offer Price is expected to be set within the Offer Price Range, although it may be set below the lower end of the Offer Price Range.  It will in no event exceed the upper end of the Offer Price Range.
• The Selling Shareholder has granted the Underwriters an option to purchase additional Existing Shares (the “Over-allotment Shares”), representing a maximum of 15% of the total number of Offer Shares, to cover over-allotments, if any, in connection with the Offering (the “Over allotment Option”).
• Based on the Offer Price Range of €11.00 - €14.00 per Share and assuming the full exercise of the Over-allotment Option, the size of the Offering will range between € 370.6 million and € 421.5 million, which would represent a free float of 57.5% to 60.7% of the Company’s total Shares.
• The Company will use the proceeds from the sale of New Shares primarily to repay existing indebtedness (mainly intercompany indebtedness owed to the Selling Shareholders) to increase its capitalisation and financial flexibility and secondarily for general corporate purposes.
• BofA Merrill Lynch, Morgan Stanley, KBC Securities and BNP Paribas Fortis are acting as Joint Global Co-ordinators and Joint Bookrunners for the institutional offering; KBC Securities and BNP Paribas Fortis are Joint Lead Managers for the public offering in Belgium. Lead Managers are Rabobank and Commerzbank, and Dexia, ING, Bank Degroof and Petercam are Co-managers.

Offering timetable

• The offering period will begin on 21 January 2010 and is expected to close at 4 p.m. CET on 3 February 2010 (the “Offering Period”), subject to early closing.
• The Offer Price will be announced on or about 5 February 2010, subject to early closing.
• Trading on Euronext Brussels is expected to commence, on an "if-and-when-delivered" basis, on or about 5 February 2010, subject to early closing, and the closing of the Offering is expected to occur on or about 9 February 2010, subject to early closing.  Unconditional trading is expected to start on or about 9 February 2010.

Retail Offering details

• Retail investors in Belgium can apply for Shares at the counters of KBC Bank, KBC Securities, CBC Banque, BNP Paribas Fortis, Dexia, ING Belgium, Bank Degroof, Petercam and their affiliates. Applications may also be submitted through any other financial intermediary in Belgium.
• The number of Shares allocated to retail investors and the Offer Price will be communicated after closing of the Offering Period and will be published in the Belgian press on or about 5 February 2010, subject to early closing.
• Subject to sufficient retail demand, no less than 10% of the total number of Offer Shares and Over-allotment Shares will be allocated to retail investors in Belgium.
• The Offer Price for the Shares must be paid in full in euro, on the payment date, expected to be 9 February 2010, subject to early closing, exclusive of any taxes and expenses, which must be borne by investors.

Comment

Commenting on the announcement, Laurent Lenoir, Chief Executive Officer of Taminco, said:

”Within six years of becoming an independent company, Taminco has established itself as the global market leader in alkylamines and their derivatives. Taminco’s products can be found everywhere, in end markets as diverse as Water treatment, Crop protection, Feed additives, Personal care, Pharma and Electronics. This IPO will allow us to build an international high quality shareholder base, and allow us to leverage our integrated business model and strengthen our global presence through acquisitions and partnerships. As a management team, we are highly committed to continue to create shareholder value for many years ahead.”

 [1] Assuming full exercise of Over-Allotment Option.

 - Ends -

For further information

About Taminco

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.

Notes to editors

The Prospectus, which has been approved by the CBFA, is available at the branch offices of KBC Securities, KBC Bank, CBC Banque, BNP Paribas Fortis, Dexia, ING, Bank Degroof and Petercam. The Prospectus and the summary of the Prospectus can also be downloaded, by Belgian residents only, from the Company’s website or participating syndicate banks’ websites:

The Prospectus can also be requested by telephone:

Important Notice

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 issued in connection with the Offering and any supplements thereto.  The Prospectus contains 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 2003/71/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.