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DGAP-News: Braas Monier Building Group S.A.: Braas Monier Building Group S.A. announces IPO price range

June 10, 2014

DGAP-News: Braas Monier Building Group S.A. / Key word(s): IPO Braas Monier Building Group S.A.: Braas Monier Building Group S.A. announces IPO price range 10.06.2014 / 17:00 --------------------------------------------------------------------- NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE PRESS RELEASE. BRAAS MONIER BUILDING GROUP S.A. ANNOUNCES IPO PRICE RANGE - Shares to be offered in a price range of EUR23 to EUR28 per share - Offer period to commence on 11 June 2014 and is expected to end on 24 June 2014 - Listing on the regulated market (Prime Standard) of the Frankfurt Stock Exchange planned for 25 June 2014 - Overall placement volume at the mid-point of the price range including full exercise of over-allotment option amounts to EUR571million; free float of 57.5% - Offer consists of up to 4,347,827 newly issued shares from a capital increase; expected gross proceeds of approximately EUR 100 million will be used to further pay down debt and for general corporate purposes - Market capitalisation at the mid-point of the price range including full exercise of the over-allotment option amounts to EUR 993 million - First year of expected dividend - 2015 - IPO prospectus published on the Company website today Luxembourg, 10 June 2014 - Braas Monier Building Group S.A. ("BraasMonier"), a leading manufacturer and supplier of pitched roof solutions in Europe, parts of Asia, and South Africa, and its principal shareholders Apollo Management, TowerBrook Capital Partners, York Capital Management and BNP Paribas have announced additional details of the planned initial public offering ("IPO") on the Prime Standard of the Frankfurt Stock Exchange. The price range has been set between EUR23 and EUR28 per share. The offer period will start on 11 June 2014 and is expected to end on 24 June 2014. The final offer price will be determined on the basis of a bookbuilding process. The listing of the shares on the Prime Standard of the regulated market of the Frankfurt Stock Exchange is planned for 25 June 2014. The offering consists of a public offering in the Federal Republic of Germany and private placements in other jurisdictions. In the United States shares will be offered exclusively to qualified institutional buyers in accordance with Rule 144A under the Securities Act. Outside the United States, shares will be offered in reliance on Regulation S under the Securities Act. In connection with the offer, up to 4,347,827 new shares will be issued and up to 15,714,286 existing shares will be placed. The Company's expected gross proceeds through the issuance of new shares of approximately EUR100 million will be used to further repay debt and for general corporate purposes. In addition, the selling shareholder will make 2,951,088 over-allotment shares available to J.P. Morgan as the stabilisation manager, acting for the account of the Underwriters (greenshoe option). Assuming the placement of the maximum amount of offered shares (i.e. including greenshoe shares) at the mid-point of the price range, the offer corresponds to a placement of EUR571 million with a free float after the capital increase of approximately 57.5%. The international securities identification number (ISIN) is LU1075065190, and the German securities code number (WKN) is BMSA01. Pepyn Dinandt, CEO of Braas Monier, says: "Braas Monier is an attractive investment opportunity for investors looking to benefit from the expected recovery in the residential construction market in Europe, and exposure to growth opportunities in emerging markets, supported by roofing mega trends. With our integrated product offering and leading market positions, we believe we are well positioned to benefit from these trends. We have a clear strategy to expand our market leading positions, further optimise our cost structure and achieve above market growth in order to create sustainable value for investors". "We are confident that through our strong cash flow generation we are well positioned to achieve our target leverage in the mid-term. The planned capital increase, in the context of the IPO, will allow us to achieve our goal significantly faster and will therefore further increase our financial flexibility", Dinandt further adds. Luxembourg Financial Sector Supervisory Authority (Commission de Surveillance du Secteur Financier) ("CSSF") has approved the IPO prospectus today and Federal Supervisory Authority ("BaFin") has been notified of the approval. The IPO prospectus is available for download starting today in the Investor Relations section of the Company website at Paribas, J.P. Morgan and UBS Investment Bank act as Joint Global Coordinators, and together with Berenberg and Goldman Sachs act as Joint Bookrunners. Comprehensive restructuring with positive margin impact in 2013 In 2013, Braas Monier generated EUR1,228 million in revenues. The decrease in revenues compared to the previous year figure of EUR1,315 million was primarily due to lower volumes across all product groups, including clay and concrete tiles, as a result of a general decline in the construction market caused by the recent economic downturn and by adverse weather conditions in many of the Company's markets. Despite the decline in revenues, Operating EBITDA increased by EUR28 million to EUR160 million in 2013, majorly as a result of the comprehensive restructuring programme implemented in late 2012. These measures were also reflected in the 2013 net result which was burdened by one-off restructuring costs of EUR72 million leading to a loss of EUR69 million for the full year. For 2014, the operational restructuring costs are expected to be significantly lower. As of 31 December 2013, the Company had net external debt of EUR449 million. Strong operational performance in 2013 continued in Q1 2014 The markets for Braas Monier showed overall growth in the first quarter 2014. This positive development was most prominent in Europe where most countries profited from much more favourable weather conditions compared to 2013. In this period, Braas Monier generated EUR250 million in revenues and EUR21 million of Operating EBITDA. This represents an increase of EUR34 million and EUR24 million, respectively, compared with the first quarter 2013. Operating EBTIDA grew over proportionally led by savings and efficiency gains generated by the Company's restructuring measures. Both concrete and clay tile volumes were significantly higher than in the prior period, especially in Germany, the United Kingdom, Poland and the Benelux. Revenue growth was also supported by a strong components business in all regions and a growing chimneys and energy systems business. Outlook Recent market surveys and economic forecasts from leading financial institutions foresee that some European markets are on a robust recovery path (such as the United Kingdom, Germany and Norway), some are stable or only slightly growing (such as Austria) and others are expected to decline further (such as the Netherlands and France). For 2014 management is assuming slight growth in the pitched roof market and assumed slight revenue growth in 2014 driven by volume and price increases. Management believes that the positive trend that has been observed in some markets in the first quarter of 2014 will continue, but at a lower growth rate. In the UK as well as Germany and most Nordic countries further growth is expected, with the UK potentially growing at the highest rate. France and the Netherlands would see a further declining market. Our assumption for Eastern Europe is cautiously positive. However, the Czech Republic is expected to decline further. For most of the smaller markets like Slovenia, Romania and Bulgaria almost no guidance can be given, though in the long term growth is a reasonable assumption. Mixed expectations describe the Asian market. We have assumed Malaysia will be flat, China will face a further slight decrease while Indonesia should experience higher growth rates. For South Africa, the current growth path is expected to continue. Based on the described revenue growth assumptions as well as in the light of efficiency gains, and improved cost structure, management is confident that the increase in Operating EBITDA will be over proportional to the Company's expected revenue growth in 2014. About Braas Monier Braas Monier Building Group is a leading manufacturer and supplier of pitched roof solutions, including roof tiles and roofing components, in Europe and parts of Asia and South Africa. The Group covers all steps of the manufacturing process, offering a comprehensive range of concrete and clay tiles for pitched roofs and complementary roofing components as well as a wide range of ceramic and steel chimneys and energy systems solutions. Braas Monier had operations in 36 countries, 107 production facilities and employed about 7,400 people, as of 31.12.2013. The Company is headquartered in Luxembourg. Contact: Braas Monier Building GroupAchim Schreck, Director Group Communications +49 6171 61 28 59 achim.schreck@monier.comBrunswick GroupSabine Morgenthal +49 174 32 58 886 These materials may not be published, distributed or transmitted in the United States, Canada, Australia or Japan. These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities (the "Shares") of Braas Monier (the "Company") in the United States, Germany or any other jurisdiction. The Shares of the Company may not 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 (the "Securities Act"). The Shares of the Company have not been, and will not be, registered under the Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in, and in reliance on, Rule 144A under the Securities Act. This publication constitutes neither an offer to sell nor a solicitation to buy securities. The offer is being made solely by means of, and on the basis of, the published securities prospectus (including any supplements or amendments thereto, if any). An investment decision regarding the publicly offered securities of Braas Monier should only be made on the basis of the securities prospectus. The securities prospectus is available free of charge from the Braas Monier Building Group S.A., 5, rue Guillaume Kroll, L-1882 Grand Duchy of Luxembourg, or on the Braas Monier website ( In the United Kingdom, this document is only being distributed to and is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2) (a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Stabilization / EU Regulation 2273/2003 / German law / FSA. End of Corporate News --------------------------------------------------------------------- 10.06.2014 Dissemination of a Corporate News, transmitted by DGAP - a company of EQS Group AG. The issuer is solely responsible for the content of this announcement. DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at and --------------------------------------------------------------------- 272932 10.06.2014

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