- IPO priced at top end of price range
- Book at offer price of CHF 140 multiple times over-subscribed
- Gross primary proceeds of CHF 200 million (CHF 233 million if the Greenshoe is fully exercised) mainly to accelerate growth initiatives
- Total placement volume of CHF 252 million (assuming full exercise of the Greenshoe)
- Market capitalisation of approximately CHF 871 million and free float of 71.9 per cent (assuming full exercise of the Greenshoe)
- Trading commences tomorrow on SIX Swiss Exchange (ticker symbol: “ROSE”)
Zur Rose Group AG (“Group”), the leading “pure play” e-commerce pharmacy in Europe, has shortened the book-building period for the Initial Public Offering (“IPO”) by one day to 4 July 2017 and set the offer price for its shares at CHF 140 per share. Following the IPO, the shares of the Group will be listed and commence trading on SIX Swiss Exchange tomorrow (6 July 2017).
The syndicate banks placed a total of 1,800,960 shares with investors on behalf of the Group. Thereof, 1,430,000 newly issued shares result from a capital increase, corresponding to CHF 200 million gross proceeds for the Group. A further 136,052 shares were provided from the holdings of members of the Board of Directors and management. The remaining 234,908 shares were over-allotted (the “Greenshoe”). These shares were sourced from existing shares lent by a shareholder. To cover such over-allotments, the Group has granted the syndicate banks a Greenshoe to purchase up to 234,908 additional shares to be created in another capital increase. The Greenshoe may be exercised partly or in full by the joint global coordinators until 5 August 2017. If the Greenshoe is fully exercised, this will add gross proceeds of CHF 33 million for the Group. The total placement volume, including Greenshoe, amounts to CHF 252 million and corresponds to 29.0 per cent of the share capital (assuming full exercise of the Greenshoe). The offer price of CHF 140 implies a total market capitalisation of CHF 871 million (assuming full exercise of the Greenshoe).
The funds raised from the IPO will be used to expand the Group’s market leadership in Germany, to expand the Group’s business into other selected European markets, to develop and invest in integrated, data-based digital solutions and monetise on the ”big data” potential provided by the Group’s business, to redeem or repurchase the CHF 50 million corporate bonds maturing in December 2017, and for other general corporate purposes.
A lock-up period of twelve months applies to members of the Board of Directors, Group management and other management members. The lock-up period for Zur Rose Group AG and KWE Beteiligungen AG is six months.
The IPO was multiple times over-subscribed across the price range given strong demand particularly from institutional investors in Europe, especially Switzerland, Germany and the United Kingdom, and the United States of America as well as from private domestic investors. Consequently, the offer price was set at CHF 140 per share, at the top end of the initially announced price range of CHF 120 to CHF 140 per share (which had been narrowed to CHF 135 to CHF 140 on 30 June 2017 thanks to the strong demand).
As a result of the IPO and the related capital increases, the total share capital of the Group will amount to CHF 35,761,820.25 divided into 6,219,447 shares with a par value of CHF 5.75 each, assuming full exercise of the Greenshoe. The free float will in that case reach 71.9 per cent of the then issued share capital, with KWE Beteiligungen AG holding approximately 14.5 per cent, Matterhorn Pharma Holding approximately 5.8 per cent and members of the Board of Directors and management approximately 7.2 per cent, respectively (the remainder being treasury shares).
The shares of Zur Rose Group AG will start trading on SIX Swiss Exchange (International Reporting Standard) tomorrow (6 July 2017) under the ticker symbol “ROSE”. Settlement is expected to take place on or around 10 July 2017.
UBS and Berenberg acted as joint global coordinators and joint bookrunners for the IPO and Zürcher Kantonalbank as co-lead manager. Lilja & Co. acted as the independent adviser to the Group and Neue Helvetische Bank contributed as selling agent.
Important information for media
SIX Swiss Exchange (International Reporting Standard)
Swiss security number
CHF 140 per share
Base Offering of 1,566,052 shares with a par value of CHF 5.75 each, whereof
– 1,430,000 primary shares offered
– 136,052 secondary shares sold by Zur Rose Group AG for the account of the Selling Shareholders
Greenshoe of 234,908 primary shares issued by Zur Rose Group AG
Listing and first day of trading at SIX
6 July 2017
Book-entry delivery of Offered Shares against payment of the offer price
10 July 2017
Last day for exercising the Greenshoe
5 August 2017
Lisa Lüthi, Head of Corporate Communications
Email: firstname.lastname@example.org, telephone: +41 52 724 08 14
Zur Rose Group
Operating under the “Zur Rose” and “DocMorris” brands, the Swiss-based Zur Rose Group is Europe’s leading pure play online pharmacy and one of Switzerland’s foremost wholesale suppliers to medical practitioners. Through its business model, it helps to ensure safe, reliable and high-quality pharmaceutical care, while also excelling in developing innovative medicines management services to increase the effectiveness of the medication process. This creation of added value, the strong focus on patients and the commitment to supply medication at low cost for the benefit of payors and patients make the Group an important strategic partner for all healthcare stakeholders.
Zur Rose Group is headquartered in Frauenfeld, from where it also serves the Swiss market. In Germany and Austria, the Group operates through subsidiaries in Heerlen (Netherlands) and Halle an der Saale (Germany). Furthermore, it holds a majority interest in BlueCare in Winterthur, the leading provider of networking systems in the Swiss healthcare market. Employing more than 800 people at its various locations, Zur Rose Group generated revenue of CHF 880 million in 2016.
The CHF 50 million corporate bond issued in November 2012 for the purpose of financing the DocMorris acquisition is listed on the SIX Swiss Exchange (Swiss security no. 19972936, ISIN CH0199729366, ticker symbol ZRO12). zurrosegroup.com
This document and the information contained herein are not for distribution in or into (directly or indirectly) the United States, Canada, Australia or Japan or any other jurisdiction in which the distribution or release would be unlawful. This document does not constitute an offer of securities for sale in or into the United States, Canada, Australia or Japan.
This document does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. The securities of Zur Rose Group AG to which these materials relate have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will not be a public offering of securities in the United States. 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 document is not an issuance or listing prospectus or a similar document in the sense of article 652a, article 752 and/or article1156 of the Swiss Code of Obligations or articles 27 et seq. of the Listing Rules of the SIX Swiss Exchange and was not reviewed by any competent authority. Any offer of securities of Zur Rose Group AG will be made solely by means of, and on the basis of, an offering memorandum that will contain detailed information about the group and its management as well as risk factors and financial statements. Any person considering the purchase of any securities of Zur Rose Group AG must inform itself independently based solely on such offering memorandum (including any supplement thereto).
This document does not constitute an "offer of securities to the public" within the meaning of Directive 2003/71/EC of the European Union, as amended (the "Prospectus Directive") of the securities referred to herein in any member state of the European Economic Area (the "EEA"). Any offers of the securities referred to in this document to persons in the EEA will be made pursuant to an exemption under the Prospectus Directive, as implemented in member states of the EEA, from the requirement to produce a prospectus for offers of the Securities. In any EEA Member State that has implemented the Prospectus Directive, this document is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State.
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.
This communication may contain statements about the future that use words such as, for example, "believe", "assume", "expect" and other similar expressions. Such statements about the future are subject to risks, uncertainties, and other factors, which can cause the true results of the company to differ significantly from that which is expressly or implicitly assumed in these statements. In view of these uncertainties, the reader should not depend on this type of statement about the future. The company gives no undertaking whatever to update such statements regarding the future, or to adapt them to future events or developments.