Offering period starts on 4 June 2007
Transics, one of the prominent European players in the field of on-board computers and fleet management solutions for the transport and logistics sector and ‘Promising Enterprise of the Year 2006’, is giving the start signal for its IPO on Eurolist by Euronext Brussels. The offering period starts on Monday 4 June 2007 and will run until Friday 15 June 2007, subject to early closing. The scope of the transaction, excluding the over-allotment option is a maximum of 40 million euro, comprising a capital increase of a maximum of 26 million euro and the sale of a maximum of 14 million euro in existing shares. Fortis and ING will act as joint Lead Managers for the transaction. Dexia Bank Belgium is Co-Manager.
Summary of the transaction
- The total offering consist of shares for a maximum amount of 40 million euro, excluding an over-allotment option of 15% and comprising a maximum of 26 million euro in new shares with VVPR strips and a maximum of 14 million euro in existing shares.
- The price range is set at a minimum of 14.5 euro and a maximum of 17.5 euro per share. The final offering price will be set in this price range and will be published on Saturday 16 June 2007 or on the first banking day after the closing of the offering.
- The valuation of Transics will be between 93.6 and 115.5 million euro (fully diluted) on the basis of this price range.
- The offer consists of two tranches. A first tranche of a maximum of 15% of the shares offered is reserved for allocation to retail investors in Belgium (with a minimum of 10% of the shares offered in the event of full subscription). 250.000 euro of this is reserved for employees of the Transics group. The balance is reserved for allocation to institutional investors in Belgium and elsewhere in Europe.
- ING Belgium and Fortis Bank are acting as joint Lead Managers. Dexia Bank Belgium is Co-Manager.
- The Lead Managers can over-allot a limited number of existing shares. This over-allotment option is up to 15% of the total offering or a maximum amount of 6 million euro. The over-allotment option comprises the sale of existing shares.
- The offering period will start on Monday 4 June 2007 and is expected to end on Friday 15 June 2007, barring early closing. The offering period will be a minimum of 6 banking days. The offering period shall not in any event be closed before 11 June.
- From 1 June 2007 the prospectus will be available to the public in English and Dutch as well as a summary in French and the supplement to the prospectus on the website of the company and the banks involved.
Transics was founded in May 1990 under the former name of Fleet Management Systems Europe, a spin-off of Toppower, a company active in the development of ERP software. Since its formation Transics dedicated itself to the development of on-board computers and fleet management solutions for the transport and logistics sector.
Transics is one of the pioneers in offering total fleet management solutions that respond to the needs in the transport sector. Transics launched Laura, the third generation of on-board computers in 1997. This on-board computer provided its own hardware platform for the first time with a communication link to the back office. Today Transics’ fleet management solutions are based on the Quattro Plus on-board computer, a real-time GPRS communication platform and extensive back-office software. In this way Transics offers its customers a one-stop-shop solution for their total fleet management. The Transics solutions are currently built into more than 35,000 trucks in more than 800 transport companies.
In 1998 Transics obtained additional venture capital to start the international expansion of the company in 1999. Transics initially expanded its activities into France and the Netherlands and since then has been actively working on the further development of its European activities. Today Transics is the market leader in fleet management solutions in the Benelux and France. Over the last 5 years Transics has expanded further into Spain, Germany, Scandinavia and Central and Eastern Europe. Transics recently started activities in Poland and the Czech Republic.
In May 2006 the Carlyle Group, one of the largest investment funds in the world, acquired a shareholding in Transics. The Carlyle Group currently holds 79.5% of the shares in addition to members of the senior management (1%) and Walter Mastelinck and Ludwig Lemenu, who together hold 19.5% of Transics. At the end of 2006 Transics was awarded the “Prize from the Flemish Government for Promising Entreprise of the Year 2006’.
In April 2007 Transics took over the French Delta Industries Service (DIS). DIS supplies hardware and software solutions for reading, archiving and processing data from analogue and digital tachometers. These solutions are complementary to the Transics products and consequently expand the existing Transics product range.
Transics realised a consolidated turnover of 30.531 million euro in 2006 (figures based on a pro forma consolidation of DIS). Transics hereby confirmed its growth pattern whereby it tripled its turnover over the last 5 years. The EBITDA also had a considerable rise to 10.207 million euro in 2006. The EBIT was 7.912 million euro in 2006 and the net profit 1.874 million euro. In early April 2007 Transics employed 158 people.
Structure of the offering
The offering consists of a maximum of 40 million euro, excluding an over-allotment option of 15%. The company intends to issue a maximum of 26 million euro in new shares with VVPR strips. The VVPR strips give retail investors the right to a lower rate of Belgian withholding tax (15% instead of 25%) on dividends. It will be possible to trade the VVPR strips separately.
In addition, a maximum of 14 million euro in existing shares will be offered by the Carlyle group as the selling shareholder. The existing shares do not have a VVPR-strip. Together with the over-allotment option of a maximum of 6 million euro, Carlyle and the management of Transics are offering a total of a maximum 20 million euro in existing shares. The management will only sell shares in the framework of the over-allotment option.
The offering consists of two tranches. A first tranche of a maximum of 15% of the shares offered will be offered as a public offering to Belgian retail investors (with a minimum of 10% of the shares offered in the event of full subscription). Of these a maximum of 250,000 euro is reserved for employees of the Transics group. The balance of the shares offered is reserved for allocation via a private placement to institutional investors in Belgium and elsewhere in Europe. Depending on the result of the subscription, the ratio between private and institutional investors may change.
Depending on the final price, the management of Transics will subscribe to another 942,105 to 1,087,560 new shares pursuant to exercising existing warrants that they already held before the first quotation date.
All the existing shareholders have agreed a lock-up arrangement with the Lead Managers for a period of 6 months from the first trading day. These shareholders cannot transfer the shares that they held before the first quotation date or the shares to which they subscribed pursuant to exercising warrants that they held before the first quotation date, without prior approval from the Lead Managers. This arrangement is not applicable to shares sold as part of the offering and existing shares sold to cover the over-allotment and lending shares to the Lead Managers in order to cover any over-allotments, or to other exceptions described in the prospectus. In addition the company has made a standstill arrangement (with a number of exceptions) with the Lead Managers for a period of 6 months from the first trading day of the company shares.
Offering period and price
The offering period starts on Monday 4 June 2007 and is expected to end on Friday 15 June 2007. The company reserves the right to end the offering period early (any changes will be announced in the Belgian financial press). The offering period will in any event run for at least 6 banking days.
The price range has been set at 14.5 to 17.5 euro per share. The final subscription price will be a unique price valid for all investors, both retail and institutional. The final subscription price, the results of the offering and the allocation key is expected to be published in the Belgian financial press on or around 16 June 2007 or on the first banking day after the definition of the final price.
Use of the proceeds
The company will use the proceeds from the offering to strengthen the financial structure of the company, to strengthen the capital structure and to increase the financial flexibility.
In addition, the return is intended to support the further growth of Transics and the development of the European market position. Furthermore Transics will use new funds for the further development of new products as well as for other business purposes.
Transics CEO Walter Mastelinck talking comments on the IPO of Transics: “We are very satisfied to give the start signal today for our flotation on the stock market. We have been working hard each day for 17 years on the expansion of Transics. In the meantime we have achieved a leading position in the Benelux and France and our fleet management solutions are already used throughout Europe. We are extremely happy that we can enter a new period in the further internationalization of our company with the launch of our flotation on the stock market.”
Over-allotment option and syndicate
ING Belgium and Fortis Bank are acting as Joint Lead Managers and bookrunners for the transaction. In addition Dexia Bank Belgium is the Co-Manager.
An option will be granted to ING in the name and on the account of the Lead Managers, that may be exercised from the list date until 30 days thereafter, at the final offering price, to subscribe to a maximum number of existing shares equal to 15% of the shares offered. The existing shares to cover the over-allotment option will not have a VVPR strip and will be offered by the Carlyle group and the management. The Lead managers may only purchase these shares to cover the over-allotment. The possible exercise of a part or all the over-allotment option will be published within three banking days after such exercise in the Belgian financial press.
The first quotation of the Transics share on Euronext Brussels is expected on Monday 18 June 2007 barring early closing. The share will be listed under the Euronext symbol ‘TRAN’ and the international ISIN code ‘BE 0003869865’. The VVPR strips will be listed under the Euronext symbol ‘TRANS’ and the international ISIN code ‘BE 0005613840’. The expected payment date of the offering is Thursday 21 June 2007.
From 1 June 2007 the prospectus (in Dutch and English) and a French summary as well as the supplement to the prospectus will be offered to the investors at the counters of ING Belgium NV/SA, Marnixlaan 24, 1000 Brussels, and by telephone request on +32 (0)2 464 60 01 (Dutch), +32 (0)2 464 60 02 (French) or +32 (0)2 464 60 03 (English) and at the counters of Fortis Bank NV/SA, Warandeberg 3, 1000 Brussels, and by telephone request on +32 (0)800 903 01 (Dutch, French and English) and at the counters of Dexia Bank Belgium NV, Pachecolaan 44, 1000 Brussels, and by telephone request on +32 (0)800 922 00 (Dutch, French and English).
Under certain conditions the prospectus and the French summary as well as the supplement to the prospectus can also be consulted on the Internet at www.transics.com, www.ing.be, www.fortisbanking.be/sparenenbeleggen, www.dexiainvestor.be and on the websites of Euronext.
Important dates in the offering (subject to early closing)
Start of the offering period Monday 4 June 2007
End of the offering period Friday 15 June 2007
Publication of offering price / allocation Saturday 16 June 2007
Listing date Monday 18 June 2007
Closing date Thursday 21 June 2007
Any decision to buy Transics shares must be taken exclusively on the basis of the prospectus and with special attention for the risk factors described therein.
Transics International develops and commercialises fleet management systems (on-board computers, software and services) for the transport and logistics sector. With more than 35,000 installed on-board computers, Transics is one of the leading European players in its sector. As well as the head office in Ieper (Belgium) and branches in the Netherlands, France, Germany and Spain, Transics is active in Scandinavia and is continually expanding its European organization. In 2006 Transics expanded for the first time in the direction of Eastern Europe with an agency in Poland and the Czech Republic. At the start of 2007 Transics realised the takeover of sector colleague DIS with which it completes its product range. DIS specializes in the development and commercialisation of innovative IT solutions for driving time registration on the basis of tachographs.