ISS, one of the world’s leading facility services companies, today announces the final offer price of DKK 160 per share in connection with the completion of its Initial Public Offering (“IPO” or the “Offering”). Admission to trading and official listing on NASDAQ OMX Copenhagen of the ISS shares is expected to take place on 13 March 2014, under the symbol “ISS”.
Jeff Gravenhorst, ISS’ Group CEO, commented:
“During the last few weeks we have received very positive feedback from investors. I am extremely proud and pleased that ISS is announcing a very successful pricing of our Initial Public Offering and I am delighted that so many investors have decided to invest in ISS. I would like to thank our new shareholders, both in Denmark and internationally, for the interest, trust and support that they have shown us. Together with my 533,543 colleagues who have helped create the foundation for our success, I welcome them to ISS. We remain deeply committed to deliver on our ambitious plans and we are excited about this new phase in ISS’ history.”
Lord Allen, Chairman, ISS A/S, commented:
“ISS has grown into a global facility services leader and we are pleased that private and institutional investors have appreciated the qualities of our business. I am also delighted for our team which is led with such drive, focus and enthusiasm by Jeff Gravenhorst. Becoming a quoted company is just the beginning not the end and the management team is focused on delivering for all shareholders, employees and, importantly, our customers.”
Morten Hummelmose, member of the ISS Board of Directors and Partner at EQT commented:
“We take the strong support from both retail and institutional investors as a testimony to the current strength of ISS and what the company has achieved while being privately owned. We have enjoyed supporting management in the establishment of a global leader in facility services and we are proud of the development of ISS during our ownership. We welcome the many new shareholders to ISS and we are very much looking forward to continuing to support ISS as we will remain major shareholders following the IPO.”
Highlights of the Offering
Offer price fixed at DKK 160 per offer share, giving ISS a market capitalisation of DKK 29.6 billion excluding any treasury shares held by ISS
50,224,907 new shares to be issued by ISS, raising gross proceeds of approximately DKK 8,036 million
1,000,000 existing shares sold, on behalf of the EQT Funds (funds known as EQT III and EQT IV together with parallel co-investment vehicles or schemes managed by EQT, being the general partners and managers of the EQT branded funds) and certain funds advised by affiliates of The Goldman Sachs Group, Inc., through a co-owned entity (the “Selling Shareholder”)
There is an over-allotment option of additional 7,683,737 existing shares, granted by the Selling Shareholder to the Joint Global Coordinators, exercisable in whole or in part up to 11 April 2014
Prior to any exercise of the over-allotment option, the Offering will amount to DKK 8,196 million, and if the over-allotment option is exercised in full, the Offering size will be DKK 9,425 million. The free float, representing the proportion of the share capital held by new investors, OTPP and KIRKBI, will be 47.0% prior to any exercise of the over-allotment option, and 51.1% if the over-allotment option is exercised in full
Approximately 19,500 new investors have been allocated shares in ISS
Approximately 10% of the offer shares have been allocated to retail investors in Denmark and 90% to Danish and international institutional investors
The Selling Shareholder will hold 97,210,362 shares after completion of the Offering, prior to any exercise of the over-allotment option, comprising 52.4% of the share capital of ISS. If the over-allotment option is fully exercised, the Selling Shareholder will hold 89,526,625 shares comprising 48.2% of the share capital of ISS after completion of the Offering
With respect to orders for amounts of more than DKK 3 million, individual allocations have been determined by the Selling Shareholder, ISS and the Board of Directors, in consultation with the Joint Global Co-ordinators
With respect to orders for amounts of up to and including DKK 3 million, reductions have been made mathematically – and all amounts of shares have been rounded down to the nearest whole number of shares – as follows:
– Orders for up to and including 140 shares, corresponding to DKK 22,400, have been allocated in full;
– Orders for up to and including 3,125 shares, corresponding to DKK 500,000, have been allocated 140 shares and 20% of the remaining order; and
– Orders for more than 3,125 shares have been allocated 737 shares and 5% of the remaining order
A total of 875,000 shares, corresponding to DKK 140 million, have been allocated to the Company at the offer price in order for the Company to meet certain of its obligations to deliver shares to participants in the Company’s incentive programmes. In addition, 29,560 shares have been allocated to the members of the Company’s Board of Directors, Executive Group Management Board and Key Employees to allow them to invest in shares at the offer price in connection with the Offering
Further details of the Offering may be found in Appendix 1 (the “Pricing Statement”)
Admission to trading and official listing on NASDAQ OMX Copenhagen of the ISS shares is expected to take place on 13 March 2014. The existing shares are issued under the permanent ISIN DK 0060542181, however, the offer shares will be issued and settled under the temporary ISIN DK 0060542264. The temporary ISIN will be merged with the permanent ISIN, which is expected to occur on or about 20 March 2014. The Company’s shares will trade under the ticker code “ISS” but the ticker code ‘ISS N’ will be used for the offer shares issued under the temporary ISIN until the temporary ISIN is merged with the permanent ISIN.
The offer shares are expected to be delivered on or about 18 March 2014 (the “Closing Date”) against payment in immediately available funds in Danish kroner. The offer shares will be delivered in book-entry form on the Closing Date to investors’ accounts with VP SECURITIES A/S and through the facilities of Euroclear Bank, S.A./N.A. and Clearstream Banking S.A. All settlement in connection with the Offering will take place in the temporary ISIN.
As previously announced, ISS will use the proceeds from the IPO, together with cash on hand and amounts drawn under a new banking facilities agreement which was subject only to the IPO, to repay existing indebtedness during the course of 2014.
Global co-ordinators and bookrunners
Nordea, Goldman Sachs International and UBS Investment Bank have been appointed to act as Joint Global Coordinators for the IPO, and as Joint Bookrunners along with Barclays and Morgan Stanley. Carnegie, Danske Bank and SEB have been appointed as Co-lead Managers. Lazard is acting as financial advisor to ISS and the EQT Funds and certain funds advised by affiliates of The Goldman Sachs Group, Inc. through the Selling Shareholder.