Asiakastieto is planning an initial public offering and listing on Nasdaq Helsinki
(Thomson Reuters ONE) -
ASIAKASTIETO GROUP OYJ COMPANY RELEASE 2 MARCH 2015, 8.00am EET
Not for publication or distribution, directly or indirectly, in or into
Australia, Canada, the Hong Kong special administrative region of the People's
Republic of China, Japan, New Zealand, South Africa, Singapore or the United
States, or any other jurisdiction in which the distribution or release would be
unlawful.
Asiakastieto Group Oyj ("Asiakastieto" or "Company") is planning an Initial
Public Offering ("IPO") and a listing of its shares on the main list of NASDAQ
OMX Helsinki Ltd ("Nasdaq Helsinki"). Asiakastieto is a leading provider of
business and consumer information services and the Company believes that it is
the market leader by revenue in credit information services in Finland. The
Company's largest customers include financial institutions, insurance companies,
telecommunication operators and wholesale and retail companies and its products
and services are primarily used for risk management, decision-making, as well as
sales and marketing purposes.
The contemplated IPO is an important milestone for Asiakastieto and it is
expected to support the successful execution of the Company's strategy and
increase its strategic flexibility. The contemplated IPO would also serve to
diversify the shareholder base of Asiakastieto, to increase the liquidity of the
Shares and provide the Company with access to capital markets, as well as
further increase the recognition and brand awareness of Asiakastieto.
Jukka Ruuska, CEO of Asiakastieto comments:
"Asiakastieto has a strong market position in Finland, and a long track record
of profitable growth. We have a strong brand with a reputation as a reliable
service provider and we believe our success is based on a combination of close
relationships with our long-term customers, our comprehensive database and broad
service offering, as well as proven product and service development
capabilities. In recent years, we have brought a number of new innovative
products and services to the market, while increasing the share of value-added
services in our offering. This remains one of our key strategic priorities.
We are proud of our business and its strong historical performance and we
believe that we are well positioned to continue on our path of profitable
growth."
Daniel Lopez-Cruz, Chairman of Asiakastieto's Board of Directors and Managing
Director of Investcorp Group comments:
"Since 2008, we have worked closely with the management team of Asiakastieto to
help the Company reinforce its position as a leading Finnish provider of
business and consumer information services. We are very pleased with the
performance of the Company and we firmly believe that Asiakastieto has a strong
future ahead as a publicly listed company. We are very excited about offering
new shareholders in Asiakastieto the opportunity to be part of the Company's
development going forward."
About Asiakastieto
Asiakastieto is a leading Finnish provider of business and consumer information
services. The Company's products and services are primarily used for risk
management, decision-making and sales and marketing purposes. The Company
believes that it is the market leader by revenue in credit information services
in Finland. The Company also operates in the market for business and consumer
information, as well as the market for sales and marketing information services
in Finland. The Company has approximately 13,000 contract customers and its
largest customers include financial institutions, insurance companies,
telecommunication operators and wholesale and retail companies.
Asiakastieto has divided its products and services into four product areas:
* Business Information: Risk management and general business information
services regarding all types of companies. The products and services are
mainly used in customers' B2B activities.
* Consumer Information: Risk management information and services regarding
private individuals and real-estate. The products and services are mainly
used in customers' B2C activities.
* Customer Management: Services mainly for sales and marketing prospecting
purposes. The products and services are mainly used in customers' B2B
activities.
* Certificates and Analyses: Credit rating certificates, company and industry
analyses as well as printed products related to risk management information.
The Company believes that the following key strengths provide it with
competitive advantages and strengthen its customer relationships.
* A leading position in the Finnish business and consumer information services
market
* Scalable business model and high degree of process automation
* Strong brand
* Long-term customer relationships and integration to customers' mission-
critical business processes
* Comprehensive database
* Broad product and service offering
* Proven service development capabilities
* Resilience of sales and profits through economic cycle
* Experienced management team and qualified personnel
The Company aims to leverage its key strengths and, supported by further
investments, continue to grow in scalable and automated businesses.
Asiakastieto's strategic priorities include a continued focus on strengthening
its database, while continuing to launch and develop new products and services
that drive the development of the Finnish business and consumer information
market. Furthermore, Asiakastieto aims to increase the share of digitalisation
and value-added services, to pursue a stronger penetration of SME customers,
increase its coverage of customers' business processes and strengthen its
customer relationships.
Asiakastieto's financial highlights
The Company has shown positive year-on-year growth of net sales and adjusted
EBIT before goodwill amortisation in each year in 2007-2014. In 2007-2014, the
Company's average annual growth rate of net sales and adjusted EBIT before
goodwill amortisation were 7.1 and 8.8 per cent, respectively. In 2007-2011, the
growth of net sales and adjusted EBIT before goodwill amortisation was above the
average for 2007-2014, while during periods of slow economic growth or a
stagnant economy, such as in 2012-2014, the growth was slower. The Company's
average adjusted EBIT margin before goodwill amortization has been 44.2 per cent
during 2007-2014.[1]
---------------------------------------------------------------+---------------
2014 2013| 2013 2012
(IFRS) (IFRS)|(FAS) (FAS)
Key financial metrics |
(unaudited unless otherwise
MEUR (unless otherwise stated) stated)
---------------------------------------------------------------+---------------
Net sales[2] 41.4 41.4| 41.4 39.9
|
|
|
Adjusted EBIT[3] 18.6 18.5| 8.0 7.1
|
Adjusted EBIT margin[4] (per cent) 45.0 44.7| 19.3 17.8
|
|
|
Adjusted EBIT before goodwill amortisation(3) 18.6 18.5| 18.7 17.8
|
Adjusted EBIT margin before goodwill 45.0 44.7| 45.2 44.7
amortisation(4 )(per cent) |
|
|
|
Adjusted EBITDA[5] 20.6 20.5| 20.5 19.8
|
Adjusted EBITDA margin(4 )(per cent) 49.8 49.5| 49.5 49.6
|
|
|
Free cash flow[6] 16.8 18.3| 18.3 18.7
|
Cash conversion[7] (per cent) 85.3 90.2| 90.2 95.6
|
Net debt[8] 62.4
Net debt to adjusted EBITDA (ratio) 3.0
Equity ratio[9] (per cent) 46.7
Gearing[10] (per cent) 95.8
-------------------------------------------------------------------------------
Dividend policy and financial targets
The Company's aim is to distribute as dividends at least 70 per cent of the
Company's net profit, whilst taking into consideration the business development
and investment needs of the Company. Any dividends to be paid in future years,
their amount and the time of payment, will depend on the Company's future
earnings, financial condition, cash flows, investment needs, solvency and other
factors.
The long-term financial targets of Asiakastieto are:
* Growth: Achieve 4-9 per cent annual average growth in net sales
* Profitability: Maintain EBIT-margin at or around historic levels
* Balance sheet structure: Maintain net debt to EBITDA of less than 3.0x while
continuing to maintain an efficient capital structure
These targets are based on a number of assumptions, including, among other
factors, the development of the Finnish economy and development of the Company's
business operations, and these assumptions may not prove to be correct and the
results of the Company's operations may deviate significantly from its financial
targets.
Information on the IPO
The contemplated IPO is expected to consist of a sale of shares by the Company's
sole shareholder, AKT Holdings S.à r.l., which is ultimately owned by Investcorp
Bank B.S.C. ("Investcorp Group"), clients of Investcorp Group and certain
members of the Company's Board of Directors and management. The Company and its
current shareholders would be subject to customary lock-up arrangements at the
IPO.
Danske Bank A/S, Helsinki Branch would act as Sole Bookrunner, Pohjola Bank plc
as Senior Co-Lead Manager and Rothschild is acting as financial advisor to the
Company and the selling shareholder in preparing the contemplated IPO.
Further enquiries
Jukka Ruuska, CEO, Asiakastieto Group Plc, Tel. +358 10 270 7111
Disclaimer
The information contained herein is not for publication or distribution,
directly or indirectly, in or into Australia, Canada, the Hong Kong special
administrative region of the People's Republic of China, Japan, New Zealand,
South Africa, Singapore or the United States. The issue, exercise or sale of
securities in the offering are subject to specific legal or regulatory
restrictions in certain jurisdictions. The Company assumes no responsibility in
the event of a violation by any person of such restrictions.
This is not a prospectus but an advertisement and investors should not subscribe
for or purchase any securities or make any investment decisions referred to
herein, except on the basis of information contained in the prospectus to be
issued by the Company. Subject to certain restrictions, the prospectus will be
published and made available on the Company's website.
The information contained herein shall not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any sale of the securities
referred to herein in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration, exemption from registration or
qualification under the securities laws of any such jurisdiction. Investors must
neither accept any offer for, nor acquire, any securities to which this document
refers, unless they do so on the basis of the information contained in the
applicable prospectus published by the Company.
These written materials do not constitute an offer for sale of securities in the
United States, nor may the securities be offered or sold in the United States
absent registration or an exemption from registration under the U.S. Securities
Act of 1933, as amended, and the rules and regulations thereunder. The
securities will not be registered under the U.S. Securities Act of 1933, as
amended, and there will be no public offering of the securities in the United
States.
The Company has not authorised any offer to the public of securities in any
member state of the European Economic Area other than Finland. With respect to
each member state of the European Economic Area other than Finland which has
implemented the Prospectus Directive (each, a "Relevant Member State"), no
action has been undertaken or will be undertaken to make an offer to the public
of securities requiring publication of a prospectus in any Relevant Member
State. As a result, the securities may only be offered in Relevant Member States
(a) to any legal entity which is a qualified investor as defined in the
Prospectus Directive; or (b) in any other circumstances falling within Article
3(2) of the Prospectus Directive. For the purposes of this paragraph, the
expression "an offer of securities to the public" means the communication in any
form and by any means of sufficient information on the terms of the offer and
the securities to be offered so as to enable an investor to decide to exercise,
purchase or subscribe for the securities, as the same may be varied by any
measure implementing the Prospectus Directive in that Relevant Member State, and
the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments
thereto, including the 2010 PD Amending Directive, to the extent implemented in
the Relevant Member State), and includes any relevant implementing measure in
the Relevant Member State and the expression "2010 PD Amending Directive" means
Directive 2010/73/EU.
The information contained herein shall not constitute a public offering of
shares in the United Kingdom. This document is only being distributed to and is
only directed at (i) persons who are outside the United Kingdom or (ii) to
investment professionals falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii)
high net worth companies, 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 document relates will be only available to, and will be engaged in
only with, relevant persons. Any person who is not a relevant person should not
act or rely on this announcement or any of its contents.
FCA/ICMA Stabilization
This document includes "forward-looking statements" that involve risks,
uncertainties and other factors, many of which are outside of the Company's
control and could cause actual results to differ materially from the results
discussed in the forward-looking statements. Forward-looking statements include
statements concerning the Company's dividend policy, financial targets, plans,
objectives, goals, future events, performance and/or other information that is
not historical information. The Company undertakes no obligation to publicly
update or revise forward-looking statements to reflect subsequent events or
circumstances after the date made, except as required by law.
Danske Bank A/S, Helsinki Branch, Pohjola Bank plc (the "Managers") and N M
Rothschild & Sons Limited ("Rothschild") are acting exclusively for the Company
and the selling shareholder and no one else in connection with the contemplated
IPO and will not be responsible to any other person for providing the
protections afforded to clients of the Managers or Rothschild or for providing
advice in relation to the IPO or any other transaction, matter or arrangement
referred to in this document.
In connection with the contemplated IPO, the Managers and any of their
affiliates, acting as investors for their own accounts, may subscribe for or
purchase securities and in that capacity may retain, purchase, sell, offer to
sell or otherwise deal for their own accounts in such securities and any other
securities of the Company or related investments in connection with the
contemplated IPO or otherwise. Accordingly, references to the securities being
issued, offered, subscribed, acquired, placed or otherwise dealt in should be
read as including any issue or offer to, or subscription, acquisition, placing
or dealing by, the Managers and any of their respective affiliates acting as
investors for their own accounts. The Managers do not intend to disclose the
extent of any such investment or transactions otherwise than in accordance with
any legal or regulatory obligations to do so.
None of the Managers, Rothschild nor any of their respective directors,
officers, employees, affiliates, advisers or agents accepts any responsibility,
duty 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 document (or whether any information has been omitted from the document)
or any other information relating to the Company, its shareholders, 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 this document or its contents or otherwise arising in
connection therewith.
--------------------------------------------------------------------------------
[1] The figures are based on the adjusted EBIT margin before goodwill
amortization which are derived for the year 2007 from the audited consolidated
financial statements of AT Management Oy, (the predecessor group to Asiakastieto
Group Oyj) and for the year 2008 the financial information is derived from the
aggregated figures which are based on the standalone financial statements of the
companies that formed AT Management Oy group until 19 May 2008 and Asiakastieto
Group Oyj after 20 May 2008. These figures are adjusted for inter-company
transactions.
[2] Audited.
[3] Adjusted EBIT is calculated as operating profit (EBIT) excluding (i)
management fees that have been payable by the company to Investcorp Bank B.S.C
and its group companies ("Investcorp") for certain ongoing advisory services
since the Company acquired the former parent company Suomen Asiakastieto Oy in
2008 and which will no longer be incurred following the Offering, (ii) expenses
incurred in connection with the Offering, (iii) legal and other adviser's fees,
(iv) severance payments and (v) paid damages. Adjusted EBIT before goodwill
amortisation is calculated as Adjusted EBIT plus the goodwill amortisation
recognised under FAS but not recognised under IFRS which arose from the
Company's acquisition of Suomen Asiakastieto Group.
[4] Adjusted EBIT margin, adjusted EBIT margin before goodwill amortisation and
adjusted EBITDA margin are each calculated by dividing the relevant measure by
net sales.
[5] Adjusted EBITDA is calculated as EBITDA excluding (i) management fees that
have been payable by the Company to Investcorp for certain ongoing advisory
services since the Company acquired Suomen Asiakastieto Oy in 2008 and which
will no longer be incurred following the Offering, (ii) expenses incurred in
connection with the Offering, (iii) legal and other adviser's fees, (iv)
severance payments and (v) paid damages.
[6] Free cash flow is calculated as net cash generated in operating activities
before (i) interest and other finance expenses paid, (ii) interest and other
finance expenses received and (iii) income taxes paid, but after (iv) purchases
of tangible and intangible assets.
[7] Cash conversion is calculated by dividing free cash flow by EBITDA.
[8] Net debt is calculated as interest-bearing liabilities less cash and cash
equivalents.
[9] Equity ratio is calculated as (i) total equity divided by (ii) total assets
less advances received.
[10] Gearing is calculated as net debt divided by total equity.
This announcement is distributed by GlobeNewswire on behalf of
GlobeNewswire clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Asiakastieto Group Oyj via GlobeNewswire
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