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Not for publication or distribution, directly or indirectly, in or into Australia, Canada, the Hong Kong special administrative region of the People's Republic of China, Japan,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."
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:
The Company believes that the following key strengths provide it with competitive advantages and strengthen its customer relationships.
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.
| Key financial metrics |
MEUR (unless otherwise stated)
| 2014 |
| 2013 |
| 2013 |
| 2012 |
|(unaudited unless otherwise stated)|
|Adjusted EBIT margin (per cent)||45.0||44.7||19.3||17.8|
|Adjusted EBIT before goodwill amortisation3||18.6||18.5||18.7||17.8|
|Adjusted EBIT margin before goodwill amortisation4 (per cent)||45.0||44.7||45.2||44.7|
|Adjusted EBITDA margin4 (per cent)||49.8||49.5||49.5||49.6|
|Free cash flow||16.8||18.3||18.3||18.7|
|Cash conversion (per cent)||85.3||90.2||90.2||95.6|
|Net debt to adjusted EBITDA (ratio)||3.0|
|Equity ratio (per cent)||46.7|
|Gearing (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:
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.
Jukka Ruuska, CEO, Asiakastieto Group Plc, Tel. +358 10 270 7111
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.
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.
 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.
 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.
 Adjusted EBIT margin, adjusted EBIT margin before goodwill amortisation and adjusted EBITDA margin are each calculated by dividing the relevant measure by net sales.
 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.
 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.
 Cash conversion is calculated by dividing free cash flow by EBITDA.
 Net debt is calculated as interest-bearing liabilities less cash and cash equivalents.
 Equity ratio is calculated as (i) total equity divided by (ii) total assets less advances received.
 Gearing is calculated as net debt divided by total equity.