The information contained in this document is not for publication or distribution in the United States of America.
ZhongDe Waste Technology AG (the “Company†and together with its subsidiaries “ZhongDe Groupâ€) has announced details of its forthcoming initial public offering on the Prime Standard of the Frankfurt Stock Exchange following the approval of its securities prospectus by BaFin (Bundesanstalt für Finanzdienstleistungsaufsicht). ZhongDe Group believes to be one of the leading suppliers of medical waste incinerators and small- and mid-sized incinerators for the disposal of municipal solid waste in China.
The offering will consist of a public offering in Germany and Luxembourg, as well as private placements to institutional investors outside Germany, Luxembourg and the United States. Up to 4,185,264 no par value ordinary bearer shares will be offered, of which up to 3,000,000 originate from a capital increase and up to 639,360 shares stem from the holdings of certain existing shareholders, with a further up to 545,904 shares potentially made available for the over-allotment option (greenshoe option). Mr Zefeng Chen, founder and CEO of the ZhongDe Group, will not sell any shares in the base transaction but will contribute some shares for the potential exercise of the greenshoe option. Mr Chen will hold post IPO still more than 50% of the shares. The existing shareholders and Mr. Chen have committed to a lock-up period of 6 months and 12 months, respectively. After completion of the capital increase and the full exercise of the greenshoe option, the free float is expected to amount to approx. 32%.
The Company expects to raise approximately EUR 75 million through the transaction and intends to use the net proceeds raised in the offering primarily to finance further organic growth of ZhongDe Group. One of its intended projects is to invest in a second production plant for waste incinerators in Beijing, thereby extending ZhongDe Group's leading position in the market segment for medical incinerators and small- and mid-sized municipal solid waste incinerators in the high-growth Chinese waste management market.
The offer period is expected to commence on the 29th June 2007 and will presumably end no later than the 4th July 2007. The price range will be published at a later stage together with the specific dates of the offer period via an ad-hoc announcement. The listing of the ZhongDe Waste Technology AG shares (with the German Securities Identification Number ZDWT01, the ISIN DE000ZDWT018 and the Ticker Symbol ZEF) is expected to occur on the 6th July 2007.
Sal. Oppenheim jr. & Cie. KGaA (“Sal. Oppenheimâ€) is acting as Global Coordinator and Sole Bookrunner. Sal. Oppenheim and the Bank of China International (BOCI Asia) are acting as Joint Lead Managers in the offering with CLSA Asia-Pacific Markets as a Co-Lead Manager. Bayerische Landesbank, comdirect bank AG and DAB bank AG will act as Selling Agents. The auditors of the Company is BDO Deutsche Warentreuhand AG:
ZhongDe Group is an established player in the Chinese waste incineration market with a strong track record of having more than 170 installed incinerators and an experienced management team. Over the last three years, ZhongDe Waste Technology Group has achieved a compound annual growth rate (CAGR) of 76% in revenues to € 19 million in 2006 and a CAGR of 107% in net profit to € 8 million in 2006.
Zefeng Chen, Founder and CEO of ZhongDe Waste Technology AG, comments: “The IPO is an important step in the further growth and internationalisation of the ZhongDe Group. We are proud and delighted to be the first company with its operations in China intending to list its shares on the Prime Standard of the Frankfurt Stock Exchange. Under the buzzword “Green GDP†the Chinese government has declared environmental protection as one of the top priorities of its governmental programmes. Through the listing on the Prime Standard in Frankfurt we are looking at establishing a longer-term focused shareholder base of institutional investors who will have the opportunity to directly participate in this growth in the Chinese market. We are looking forward to become a publicly listed company and commit to the well-established and good corporate governance practices which Frankfurt provides.â€
The securities prospectus was approved by the German Federal Financial Services Supervisory Authority (BaFin) on 20th June 2007. It can be downloaded on the website of ZhongDe Waste Technology AG (www.zhongdetech.de) and is also available in print form from the Company and Sal. Oppenheim
About ZhongDe Group:
ZhongDe Group designs, manufactures and installs pyrolytic, grate and rotary kiln waste incinerators for the disposal of solid medical, municipal and industrial (including hazardous) waste. Since 1996 ZhongDe Group has installed more than 170 waste incinerators in about 13 provinces and in the last three financial years alone 112 waste incinerators. Its waste incinerators are principally constructed for operators of medical disposal centers in the hospital and healthcare industry as well as for small and mid-sized Chinese cities in developed areas of the PeopleÂ's Republic of China. The Management Board of ZhongDe Group believes that ZhongDe Group is one of the leading suppliers of small and mid-sized solid waste incinerators in China.
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 thereto). An investment decision regarding the publicly offered securities of ZhongDe Waste Technology AG should only be made on the basis of the securities prospectus. The securities prospectus is available free of charge from Sal. Oppenheim (fax number: +496971345169), or on the Company's website (www.zhongdetech.de)
This document is not an offer of securities for sale in the United States of America. Securities may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. The shares in ZhongDe Waste Technology AG have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and are not being and will not be offered or sold in the United States of America.
This document is directed at and/or for distribution in the U.K. only to (i) persons who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Orderâ€) or (ii) high net worth entities falling within article 49(2)(a) to (d) of the Order (all such persons being together referred to as “relevant personsâ€). This document is directed only at relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. 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.
