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Amsterdam/Stuttgart, 13 July 2006. SMARTRAC N.V., a leading RFID manufacturer and supplier of components for contactless credit cards (ePayment) and passports (ePassports), today announced key dates for its IPO. SMARTRAC will offer its shares at a fixed price of EUR 17.00. The shares can be subscribed for from 14 until 18 July 2006. Listing on the Prime Standard of the Frankfurt Stock Exchange is planned for 19 July 2006.
SMARTRAC is launching its IPO following the 19 June 2006 decision of the public prosecutor in Augsburg to dismiss investigations against CEO Manfred Rietzler concerning potential infringement of patent rights. In the interest of an orderly IPO-process and in order to protect investors, SMARTRAC had postponed the IPO during the roadshow in March 2006 despite excellent market feedback.
"With our excellent results for the first quarter of 2006, we have continued along our successful path and validated the growth forecasts made in March" said Manfred Rietzler CEO of SMARTRAC N.V. The company has been profitable since it was founded.
Of the total of 4.0 million ordinary SMARTRAC N.V. shares being offered, 3.5 million shares are from a capital increase and 0.5 million shares are from existing shareholders. The company will therefore receive net proceeds of almost EUR 55 million from the IPO, which will primarily be used to finance the company's growth. Additionally, existing shareholders have provided an overalottment option of up to 0.5 million shares in proportion to their shareholdings under a stock-lending agreement.
Growth path confirmed by strong first quarter
SMARTRAC continued along its path of strong growth in the first quarter of 2006: The company tripled sales compared to the first quarter of the prior year from a total of EUR 3.6 million to EUR 10.7 million, and also tripled its EBITDA from EUR 0.7 million to EUR 2.0 million. SMARTRAC achieved even stronger growth in the high security segment in ePayments and ePassports; in this segment, sales of EUR 4.3 million in the first quarter nearly equaled the company's entire EUR 5.0 million in sales for the full-year 2005. "This is due to our leading market position in one of the most attractive growth segments of the RFID industry," said Rietzler.
There will be a public offering of SMARTRAC shares in Germany and in Switzerland. In addition, there will be a private placement targeting institutional investors in Europe. UBS Investment Bank has been mandated as Sole Global Coordinator and Bookrunner.
"Proceeds from the planned IPO will be used primarily to fund further growth. Our focus is on expanding production capacity for components in high-security RFID applications - credit cards, bank cards and passports," said Dr. Christian Fischer, the company's CFO.
Trading in SMARTRAC N.V. shares will take place under the trading symbol "SM7" and the ISIN "NL0000186633" on the official market (Amtlicher Handel) of the Frankfurt Stock Exchange and on the "Prime Standard" sub-sector of the official market.
The company's founder Richard Bird and CEO Manfred Rietzler and family together hold approximately 90 percent of the shares and will continue to be majority shareholders after the IPO. All other existing shareholders, in particular the management, will continue to hold shares in SMARTRAC N.V. after the IPO. Assuming full placement of the shares (including overalottments and the exercise of the Greenshoe option), the free float will be one third or 33.3 percent of the company.
SMARTRAC is extremely well positioned in the fast-growing RFID market. Meanwhile, thirteen countries including the United States, Russia and France are being supplied with SMARTRAC inlays for use in their official ePassports. SMARTRAC inlays are also currently being tested for use in another 15 countries, including Germany, Spain and Canada. In the contactless creditcard market, SMARTRAC was the first company in the world to be awarded VISA's security certification to produce and supply RFID inlays in 2005. These SMARTRAC products are also used in other credit-card systems, e.g. Mastercard.
The prospectus for the public offering in Germany and Switzerland will be published in the course of Thursday, 13 July 2006 on the Internet at www.smartrac-group.com and will be available to eligible investors free of charge from the company and the bookrunner.
About SMARTRAC N.V.
SMARTRAC is a leading supplier of inlays for contactless credit cards (ePayment) and passports with integrated contactless chips (ePassports). The company, which was founded in 2000, is incorporated under Dutch law and has its head office in Amsterdam. SMARTRAC also has its main production and R&D center in Bangkok (Thailand), as well as sales offices in Stuttgart and Singapore. Through an agreement with Xytec Solutions (Kulim/Malaysia), in which SMARTRAC holds a 30 percent stake, the company has exclusive access to proprietary manufacturing equipment. In two product segments - Standard and High Security - SMARTRAC manufactures products for RFID applications in public transport, access control and logistics, as well as in the high-security applications ePayment and ePassport. According to the Company's audited financial information prepared in accordance with IFRS, SMARTRAC posted sales of EUR 25.2 million and EUR 4.9 million EBITDA in 2005 (in 2004: EUR 14.7 million sales and EUR 3.5 million EBITDA). As of 31 December 2005, the company had around 1,100 employees. In the first quarter of 2006, SMARTRAC posted sales of EUR 10.7 million and EBITDA of EUR 2.0 million. Its workforce expanded to around 1,450 employees. This press release and the information contained herein is not being issued in the United States of America (the "U.S.") and may not be distributed in the U.S. This document does not constitute an offer of securities in the U.S. Securities may not be offered or sold in the U.S. absent registration or exemption from registration under the U.S. Securities Act of 1933, as amended. Neither SMARTRAC N.V. nor any selling shareholder intends to register any portion of an offering of securities of SMARTRAC N.V. in the U.S. or to conduct a public offering of securities of SMARTRAC N.V. in the U.S.
This document does not constitute a prospectus within the meaning of Article 652a of the Swiss Code of Obligations or Article 32ff. of the Listing Regulations of the SWX Swiss Exchange. A decision to invest in shares of SMARTRAC N.V. should solely be made on the basis of the securities prospectus published by the company for this purpose.
An investment decision regarding any publicly offered securities of SMARTRAC N.V. should only be made on the basis of the securities prospectus to be published on 13 July 2006 and available free of charge to eligible investors from UBS Limited (c/o UBS Deutschland AG, Stephanstraße 14-16, 60313 Frankfurt am Main, Germany) or on the SMARTRAC N.V. website at http://www.smartrac-group.com.
This communication is only directed at persons (I) who are outside the United Kingdom or (II) who have professional experience in matters relating to investments as defined by Article 19 (5) of the U.K. Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (III) who fall within Article 49 (2) (a) to (d) of the Order ("high net worth companies, unincorporated associations etc.") of the Order (all such persons together being referred to as "Relevant Persons"). Any person who is not a Relevant Person must not act or rely on this communication or any of its contents. Any investment or investment activity to which this communication refers is available only to Relevant Persons and will be engaged in only with Relevant Persons.
end of announcement euro adhoc 13.07.2006 20:27:07 --------------------------------------------------------------------------------
ots Originaltext: SMARTRAC N.V. Im Internet recherchierbar: http://www.presseportal.de
Further inquiry note: Max Hohenberg Media Relations SMARTRAC N.V. Tel: +49 711 6569 2616 Email: max.hohenberg@smartrac-group.com
Branche: Technology ISIN: NL0000186633 WKN: A0JEHN Börsen: Frankfurter Wertpapierbörse / admission applied: official dealing
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