RAG Foundation and funds advised by CVC Capital Partners yesterday successfully placed additional Evonik Industries AG shares exclusively with domestic and international institutional investors via an accelerated bookbuilding. Following the two private placements closed in February and March this year of c. The start of trading of Evonik shares in the regulated market of the Frankfurt and Luxembourg Stock Exchanges is envisaged for April 25, The prospectus for the listing of Evonik shares in the regulated market Prime Standard of the Frankfurt Stock Exchange and the regulated market of the Luxembourg Stock Exchange was approved by the German Federal Financial Supervisory Authority BaFin , was published on the Evonik website on April 22, and is available for download under the link www. Its purpose is to build up Foundation assets by in order to fund long-term liabilities in German coal mining from onwards. CVC is present in Germany since
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Filed Pursuant to Rule b 4 Registration No. This is the initial public offering of common shares of Orion Engineered Carbons S. The common shares are being offered by Kinove Luxembourg Holdings 1 S.
This is the initial public offering of our common shares and no public market for our common shares exists. Investing in the common shares involves risks. Per Common Share. The Selling Shareholder has granted the underwriters the right to purchase up to an additional 2,, common shares at the initial public offering price less the underwriting discount.
The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the common shares to purchasers on July 30, July 24, None of the Company, the Selling Shareholder, or the underwriters have authorized anyone to provide any information or to make any representations other than as contained in this prospectus or in any free writing prospectuses prepared by, or on behalf of, the Company.
The Company, the Selling Shareholder and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the common shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so.
The information contained in this prospectus is current only as of its date. This prospectus contains and refers to certain forward-looking statements with respect to our financial condition, results of operations and business.
These forward-looking statements include, without limitation, statements about the following matters:. All these forward-looking statements are based on estimates and assumptions that, although believed to be reasonable, are inherently uncertain. Therefore, undue reliance should not be placed upon any forward-looking statements. There are important factors that could cause actual results to differ materially from those contemplated by such forward-looking statements.
These factors include, among others:. In light of these risks, our results could differ materially from the forward-looking statements contained in this prospectus. Table of Contents All subsequent forward-looking statements are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.
You should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement.
New risk factors and uncertainties emerge from time to time and it is not possible for our management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information, other than as required by applicable law. In this prospectus, we present certain financial measures that are not recognized by IFRS and that may not be permitted to appear on the face of IFRS-compliant financial statements or notes thereto. We define Contribution Margin as revenue less variable costs raw materials, packaging, utilities and distribution costs.
We define Adjusted EBITDA as operating result EBIT before depreciation and amortization, adjusted for acquisition related expenses, restructuring expenses, consulting fees related to group strategy, share of profit or loss of associates and certain other items. Adjusted EBITDA is used by our management to evaluate our operating performance and make decisions regarding allocation of capital because it excludes the effects of certain items that have less bearing on our underlying business performance.
We define Net Working Capital as inventories plus current trade receivables minus trade payables. We define Capital Expenditures as Cash paid for the acquisition of intangible assets and property, plant and equipment as shown in the consolidated financial statements. We use these measures, together with other measures of performance under IFRS, to compare the relative performance of operations in planning, budgeting and reviewing the performance of our business.
We believe these measures are useful measures of financial performance in addition to consolidated profit or loss for the period, operating result EBIT and other profitability measures under IFRS because they facilitate operating performance comparisons from period to period and company to company and, with respect to Contribution Margin, eliminate volatility in feedstock prices.
By eliminating potential differences in results of operations between periods or companies caused by factors such as depreciation and amortization methods, historic cost and age of assets, financing and capital structures and taxation positions or regimes, we believe that Adjusted EBITDA can provide a useful additional basis for comparing the current performance of the underlying operations being evaluated.
For these reasons, we believe EBITDA-based measures are often used by the investment community as a means of comparison of companies in our industry. By deducting variable costs raw materials, packaging, utilities and distribution costs from revenue, we believe that Contribution Margins can provide a useful basis for comparing the current. Table of Contents performance of the underlying operations being evaluated by indicating the portion of revenue that is not consumed by variable costs raw materials packaging, utilities and distribution costs and therefore contributes to the coverage of all costs and profits.
Different companies and analysts may calculate measures based on EBITDA, contribution margins and working capital differently, so making comparisons among companies on this basis should be done carefully. The non-IFRS financial measures contained in this prospectus are unaudited except for Adjusted EBITDA and have not been prepared in accordance with IFRS or the accounting standards of any other jurisdiction and may not be comparable to other similarly titled measures of other companies.
Information included in this prospectus relating to industries, industry size, share of industry sales, industry position, industry capacities, industry demand, growth rates, penetration rates, average prices and other industry data pertaining to our business consists of estimates based on data reports compiled by professional third-party organizations and analysts, on data from external sources, on our knowledge of our sales and industries in which we operate and on our own calculations based on such information.
In particular, certain information is based on industry reports issued by Notch Consulting Group and trade journal articles. Share of industry sales estimates are derived from information provided in reports published by Notch Consulting Group. In many cases, there is no readily available external information whether from trade associations, government bodies or other organizations to validate industry-related analyses and estimates, thus requiring us to rely on internally developed estimates.
While we have compiled, extracted and reproduced industry data from external sources, including third-party, industry or general publications, we have not independently verified the data and cannot assure you of its accuracy or completeness.
Similarly, while we believe our internal estimates to be reasonable, they have not been verified by any independent sources, and we cannot assure you as to their accuracy. Forecasts and other forward-looking information with respect to industry and ranking are subject to the same qualifications and additional uncertainties regarding the other forward-looking statements in this prospectus.
We own or have rights to certain trademarks and trade names that we use in conjunction with the operations of our business. Each trademark, trade name or service mark of any other company appearing in this prospectus belongs to its holder. The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this prospectus.
Capitalized terms used but not defined in this summary are defined in this prospectus. A as described below, to Orion Engineered Carbons S. Our fiscal year is a calendar year. We are a leading global producer of carbon black. Carbon black is a form of carbon used to improve certain properties of materials into which it is added.
It is used as a pigment and as a performance additive in coatings, polymers, printing and special applications specialty carbon black and in the reinforcement of rubber in tires and mechanical rubber goods rubber carbon black. Prior to the Acquisition, the Company had no operations. Our product portfolio is one of the broadest in the industry and is divided into the following segments:. Rubber Carbon Black. We are one of the largest global producers of rubber carbon black. This segment accounted for Our experience has enabled us to develop our core competencies and proprietary technologies across the carbon black value chain.
Our Innovation Group works closely with our customers to develop innovative products and applications, while strengthening customer relationships and improving communication.
As a result, we have been able to generate attractive margins for our specialized carbon black products. Additionally, our Innovation Group works closely with our operations group to improve process economics with new process equipment designs, operating techniques and raw material selection. We operate a modern global supply chain network comprising 13 wholly-owned production plants and one jointly-owned production plant. We are currently seeking to acquire the Chinese carbon black manufacturer Qingdao Evonik Chemicals Co.
The acquisition is subject to negotiations with Evonik and between Evonik and its joint venture partner, as well as Chinese government review, and we are unable to predict whether or when the acquisition will occur or whether completion of the acquisition is probable. We believe that this acquisition, if completed, would improve our ability to serve the Chinese market over and above our current use of our global network for exports to China. Table of Contents Our Strengths. We believe that the factors set forth below provide us with a competitive advantage.
We are the third largest producer of rubber carbon black in the world and we have a global rubber carbon black distribution network. Rubber carbon black sales are largely regional, since transportation costs are high relative to sales prices.
We expect the markets we serve to continue growing. Our Specialty Carbon Black segment provides the polymers, printing, coatings and special applications markets with highly customized, application-driven products that impart specific product characteristics, such as high-quality durable pigmentation, UV protection, viscosity control and conductivity. We expect these markets to continue growing because of increasing urbanization, changing packaging requirements and higher quality consumer demands.
Our Rubber Carbon Black segment serves the tires and mechanical rubber goods markets and should continue to benefit from increasing mobility trends around the globe, which tend to increase demand for original-equipment tires, and from the larger, more stable market for replacement-tires. We have a long-standing reputation in the industry for production expertise and applications knowledge. Our know-how allows us to develop high-quality products tailored to meet customer requirements. We have state-of-the-art research facilities, including pilot plants, simulation technologies and sophisticated testing laboratories where we develop new products, and improve process efficiencies that help improve sales and realize cost savings.
Our Innovation Group works closely with our clients to develop innovative products and applications. We believe that this collaboration provides us with an understanding of customer needs and improved industry knowledge, reducing time to market for new products.
Carbon black product properties are influenced by the choice of production technology and operating parameters. We believe that we have the largest array of production and treatment technologies and therefore one of the broadest product offerings in the industry, including products for specialized niche applications and end-uses in higher value sectors.
At present, we believe that we are the only global carbon black producer with the ability to produce specialty carbon black using the current four production processes: furnace, gas, lamp and thermal black.
Our production footprint supports this sales pattern as we operate a modern global supply chain network of four plants in the United States, two in South Korea, two in Germany one wholly-owned and one jointly-owned and one each in Brazil, Poland, Italy,. This global manufacturing presence and sales reach provides us with a competitive platform to serve our customers. Our broad geographical presence supports global purchasing and expands our access to different feedstock sources around the world.
Our broad presence allows us to compete regionally on a cost-effective basis because of the relatively high transportation costs of rubber carbon black, which make most inter-regional shipments less competitive. Our global supply network allows us to quickly establish credentials with customers in new locations and those seeking consistent supply across regions.
For example, a customer that uses our products in Asia recently opened new facilities in the United States and purchased our product for the new facilities as well. Similar facilities built by Asian producers in Europe and by Japanese producers in China have also sought our materials.
In specialty carbon blacks, we have been successful in translating grades for global customers produced in one region to another production site due to the strength of our reputation, our technical support and our consistent global quality.
The geographic diversity of our operations lowers our dependency on any particular region. Our specialty carbon black production sites are located in strategic parts of Europe, North America and Asia and serve customers globally, with plants, technical application staff and labs in close proximity to key customer sites.
The scale and breadth of our product offering positions us to take advantage of favorable trends in both developed and emerging countries. In addition, following the Acquisition, we established a presence in Malaysia, Thailand, India and the UAE and are scheduled to open a business office in Indonesia by the end of Our diverse and flexible production and sales network also lowers our dependency on individual products, raw materials and end-uses.
Corporate Press Release Evonik, RAG Foundation + CVC: Evonik substantiates listing plans
Filed Pursuant to Rule b 4 Registration No. This is the initial public offering of common shares of Orion Engineered Carbons S. The common shares are being offered by Kinove Luxembourg Holdings 1 S. This is the initial public offering of our common shares and no public market for our common shares exists. Investing in the common shares involves risks.
EVONIK IPO PROSPECTUS PDF
The admission of Evonik shares to trading in the regulated market Prime Standard of the Frankfurt Stock Exchange as well as in the regulated market of the Luxembourg Stock Exchange is expected for April 24, The start of trading on both exchanges is envisaged for April 25, The prospectus for the listing has been published on the Evonik website under the link www. Its purpose is to build up Foundation assets by in order to fund long-term liabilities in German coal mining from onwards.