Parcom quoted equity becomes new reference shareholder of Transics

On 9 June 2008, after close of trading on Euronext Brussels, Transics was informed that Parcom Quoted Equity has signed a binding agreement to acquire a 16.5% shareholding in Transics.

Parcom Quoted Equity will acquire the shares from CETP Transics (Carlyle) (1.032.450 shares) and Mr. Ludwig Lemenu (301.709 shares). Parcom Quoted Equity’s commitment to Transics is further underlined by agreeing to a lock-up of six months.

Transics was informed that CETP Transics (Carlyle), Mr. Ludwig Lemenu and Mr. Mastelinck intend to sell a further portion of their shareholdings in Transics. The intended sale will be executed by way of an accelerated bookbuilding process. This process will be launched immediately following this announcement and will be structured as a private placement solely to eligible institutional investors in Belgium and elsewhere. The sale process is expected to end on 10 June 2008, subject to acceleration. The final terms, including the final price will be announced following the completion of the sale process.

Pursuant to the aforementioned announcement, Transics requested to the CBFA the suspension of the quotation of its shares on Euronext Brussels before trading on Tuesday 10 June. The trading will be resumed immediately after the completion of the sale process and the announcement of its results by Transics.

ING Belgium and Fortis will act as Joint-Bookrunner in the accelerated bookbuilding.

Parcom Quoted Equity is a Netherlands-based investment fund that focuses on transformational growth companies. Parcom Quoted Equity’s investment philosophy is to become an influential minority shareholder in small to medium sized companies. It has an active and constructive approach with a longer term investment horizon and supports its portfolio companies in realising transformational growth.

Ivo Lurvink, Managing Partner of Parcom Quoted Equity commented: “The sell-down by Carlyle and Lemenu provided us with an excellent opportunity to invest in one of Belgium’s attractive growth stories. We have strong belief in the quality of Transics’ Management team and it’s ability to further expand the company in the years to come.”

“Carlyle has been supporting our growth for the past two years and has done a great job, thereby bringing greater visibility to Transics. Today we’re entering upon a new chapter in our history. With Parcom, we gain a new reference shareholder who takes a longer term view in the public markets. The Parcom era will be a new, exciting phase in the development of our company and shareholders’ value,” said Walter Mastelinck.

www.parcomcapital.com
Not for release, distribution or publication into or in the United States, Canada, Australia or Japan
This announcement is not an offer to sell or a solicitation of any offer to buy the shares of Transics International NV (“Transics”) in the United States, Canada, Australia or Japan or in any other jurisdiction. The information contained herein is not for publication or distribution into the United States, Canada, Australia or Japan. Neither this announcement nor any copy of it may be taken or distributed or published, directly or indirectly, in the United States of America, Canada, Australia or Japan.

Transics International NV, quoted on Euronext Brussels, develops and commercialises high-end fleet management solutions (on board computers, software and services) for the transport and logistics sector. With an installed base of over 50,000 on-board computers, Transics is one of the leading European players in its sector. In addition to its headquarters in Ypres (Belgium), Transics is active in 22 other European countries.

Transics reports a number of customer wins confirming the success of its international development strategy

Transics, Europe’s leading player in high end fleet management systems for the transport and logistics sector, is successfully implementing the ambitious geographic expansion plan announced earlier this year. The company is pleased to report that it has won numerous contracts in its new markets of Central, Eastern and Southern Europe, including a large deal with Codognotto, the leading Italian transport group.

At the start of this year, Transics announced its intention to accelerate its European expansion, mainly in Southern and Central Europe. The company recruited local sales and project management teams and developed a network of partners in those new territories. Today, Transics is pleased to report that its strategy is bearing fruit.

The best illustration of this early success is the recent deal closed with Codognotto transport group, a large Italian long-haul transport company operating a fleet of 300 vehicles. “Transics has met our rigorous and extensive requirements. We particularly appreciate the comprehensiveness of the all-in-one system, which includes sophisticated functions such as satellite navigation, CAN Bus, the Digitach Card Reader, etc. Finally, we were also swayed by Transics’ European market leadership in high end fleet management solutions, a title they truly deserve as their product offering really sets Transics apart in the market,” said the Codognotto’s Board Of Directors.

Like Codognotto, many transport companies in Central and Eastern Europe have recently decided to equip their fleets with Transics on-board computers. In Romania Transics has closed its first deal with Kefalonia for 74 trucks. In Poland, Transics notably closed deals with Ryftrans (130 trucks), Transbud Katowice (JAS FBG, 169 trucks) and Wega-a (74 trucks); in the Czech Republic the company signed up Helicar (100 trucks) and Zdar A.S. (51 trucks); in Slovenia Ploj (71 trucks) became a customer; in Lithuania Transics signed up Amber Cargo (70 trucks) and in Hungary Fazekas Insped (50 trucks).

Transics delivers tangible ROI

Transics’ CEO Walter Mastelinck explains why so many transport companies turn to Transics’ fleet management solutions: “With operating costs on the rise, not least due to soaring diesel prices, today’s economic environment is particularly challenging for logistics and transport companies. Facing squeezed margins, carriers consider our solutions a sensible way of making substantial cost savings. If we take the example of fuel prices, using our fleet management solution can reduce these costs by over 15 %. This rapid payback is convincing more and more carriers to take the step to install Transics fleet management solutions. Thanks to our experience, product expertise and customer-centric approach, we’re well positioned to provide them with the best value for money. That is why we are well on our way to exceed our objective of 25% organic revenue growth in 2008.”

Transics International NV, quoted on Euronext Brussels, develops and commercialises high-end fleet management solutions (on board computers, software and services) for the transport and logistics sector. With an installed base of over 53,500 on-board computers, Transics is a leading European player in its sector. Transics has its headquarters in Ypres (Belgium), and is active in 23 European countries.

Successful private placement of existing shares of Transics

As announced in the press release of 9 June 2008, the entry of Parcom Quoted Equity as a strategic reference shareholder of Transics was followed by an accelerated bookbuilding process which successfully closed today.

In the sale process 3,259,375 shares were sold to institutional investors mainly in Belgium, the Netherlands, the UK, France, Germany and the US at a price of € 17 per share which represents a discount of 2% to the closing price of 9 June 2008. The book was comfortably covered. CETP Transics (Carlyle) and Mr Ludwig Lemenu have fully exited the share capital of Transics. Mr Mastelinck will remain an important shareholder with 10% of the shares in Transics and has agreed to a lock-up of his shares for a period of six months. As a result of the accelerated bookbuilding the free float will increase from 33% to 74%. ING and Fortis have acted as Joint Bookrunners in the accelerated bookbuilding.

Following settlement Transics main shareholders will be:

  • Parcom Quoted Equity: 16.5%
  • Mr. Walter Mastelinck: 10%

Trading of the shares in Transics on Euronext Brussels will resume on 11 June 2008.

“We’re pleased to see how the private placement was such a success, bringing in new shareholders from all over Europe and the United States. It is, in our view, clear proof that the financial world has faith in the potential of our company. We are deeply indebted to the Carlyle Group, which has lent us great assistance over the past two years, thereby providing us with the support and visibility we needed to further expand our business. In addition, we shouldn’t forget the continued support we get from the banks. In spite of today’s harsh economic climate, they’re always prepared to assist Transics and its shareholders. The entire company is determined to keep driving Transics’ growth in the years to come and we wholeheartedly welcome our new shareholders,” said Walter Mastelinck, Transics’ CEO.

Vladimir Lasocki, Managing Director at The Carlyle Group said, “Transics is an example of a company that delivers outstanding growth through innovation and excellence in execution. We are proud to have supported the company’s growth through our investment and sector expertise. We are delighted with this outcome and wish the company and its shareholders every success in the future.”

Not for release, distribution or publication into or in the United States, Canada, Australia or Japan
This announcement is not an offer to sell or a solicitation of any offer to buy the shares of Transics International NV (“Transics”) in the United States, Canada, Australia or Japan or in any other jurisdiction. The information contained herein is not for publication or distribution into the United States, Canada, Australia or Japan. Neither this announcement nor any copy of it may be taken or distributed or published, directly or indirectly, in the United States of America, Canada, Australia or Japan.

Transics International NV, quoted on Euronext Brussels, develops and commercialises high-end fleet management solutions (on board computers, software and services) for the transport and logistics sector. With an installed base of over 50,000 on-board computers, Transics is one of the leading European players in its sector. In addition to its headquarters in Ypres (Belgium), Transics is active in 22 other European countries.