First Day of Dealings on AIM
15 Mai 2008 - 10:00AM
UK Regulatory
RNS Number : 4930U
TGE Marine AG
15 May 2008
NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN
May 15, 2008
TGE MARINE AG
("TGE", the "Company" or the "Group")
FIRST DAY OF DEALINGS ON AIM
TGE (LSE-AIM: TGE), a leading provider of engineering services for the design and construction of gas carriers and offshore units, today
announces the placing of 516,604 ordinary shares with no par value ("Ordinary Shares") to new investors and the admission of the Company's
Ordinary Shares to trading on the AIM Market of the London Stock Exchange ("AIM").
Kaupthing Singer & Friedlander Capital Markets Limited is acting as the Company's nominated adviser and broker in relation to the
placing and admission.
Admission Details
Placing price (per Ordinary Share) £130
Number of new and existing Ordinary Shares subject to the 516,604
placing
Total gross proceeds of new and existing Ordinary Shares £67.16 million
subject to the placing
Placing shares as a percentage of the enlarged issued share 42.44%
capital
Number of Ordinary Shares in issue following admission 1,217,331
Market capitalisation following admission at the placing £158.25 million
price
Net proceeds (approximate) of the placing receivable by the £21.30 million
Company
COMPANY BACKGROUND
* TGE is a leading provider of engineering services for the design and construction of gas carriers and offshore units
* The Group provides a turnkey solution for the engineering design, procurement and construction supervision of marine gas handling
and storage systems as well as vessel designs
* To date, the Group has supplied gas handling and storage systems for in excess of 100 gas carriers in more than 20 shipyards in
Europe, Asia and South America. In particular, the Group has been active in China since 1989 and, to the Directors' knowledge, has acted as
the engineering provider to every Chinese-built IGC compliant gas carrier delivered to date
* For the year ended 30 June 2007, the Group's operations generated revenue of EUR82.3 million, reported profit before tax of
continued operations of EUR9.9 million and adjusted PBT of EUR14.0 million(1)
(1) Adjusted PBT represents profit of continued operations before tax of EUR9.9 million, excluding finance costs of EUR2.0 million and
amortisation of intangible assets of EUR2.1 million.
STRONG GROWTH PROSPECTS
TGE's growth prospects are derived from the following key sources:
* strong forecast growth in ethylene and Liquid Petroleum Gas ("LPG") markets driving increased demand for smaller gas carriers;
* higher scrapping rates for both ethylene and LPG carriers as the existing gas carrier fleet ages;
* the growing rate of Chinese shipbuilding and TGE's unique position in that market; and
* the rapidly developing Liquid Natural Gas ("LNG") markets, where demand for smaller carriers and floating LNG plants could offer
transformational sales opportunities.
In addition, the current trading outlook for the Group is good with a number of key projects under way and a robust forward order book.
KEY STRENGTHS
The Directors believe the following to be the key strengths of the Group:
Long-established market leader
* TGE is a world leading independent gas engineering contractor for the offshore handling and storage of cryogenic gases
* Reciprocating relationships across the globe with key industry stakeholders - shipyards, ship owners and ship regulators
* Delivering to the sophisticated operational needs of ship owners in a highly regulated industry whilst partnering with low cost
shipyards based in Asia, particularly China
Breadth of product offering
* TGE has sought to develop its services such that it can provide a complete package for any shipyard considering entering the gas
carrier construction market
Sustainable, profitable business model
* TGE's role is profitable because the opportunity for repeat engineering and the buying power of its specialised supply chain make
it highly efficient
Experienced commercial and technical management team
* TGE management has extensive experience in the offshore gas handling market, most of whom have worked in the industry for in
excess of 10 years
Technical and regulatory entry barriers
* Gas carriers are closely regulated and all participants in the supply chain must meet stringent specification standards
* The Group's breadth of proprietary designs, depth of experience and proven ability to introduce new technology make it difficult
for new entrants to participate
THE PLACING
The Company is raising approximately £21.30 million (EUR26.96 million) net of expenses through the placing of 182,331 new Ordinary
Shares in the Company, representing 14.98% of the issued ordinary share capital of the Company immediately following admission to AIM. It
is the intention that the proceeds raised from the placing will be applied towards the repayment of an existing loan from Caledonia
Investments plc (a significant shareholder in the Company).
In addition, due to the positive response to the issue and the desire for increased liquidity approximately £42.11 million (EUR53.30
million) net of expenses has been raised on behalf of existing shareholders who have sold a portion of their interests through the placing
of 334,273 existing Ordinary Shares in the Company, representing 27.46% of the issued ordinary share capital of the Company immediately
following admission. The total shares in public hands immediately following admission amounts to 42.44%.
In respect of their remaining interests in the Company, the selling shareholders have also undertaken to the Company and Kaupthing that
they will not sell or dispose of, except in certain limited circumstances any of their respective interests in Ordinary Shares at any time
before the expiry of a period of six months (Directors: 12 months) following admission. In addition, the selling shareholders have
undertaken that for a further period of six months (Directors: 12 months) they will only effect any sale of Ordinary Shares through the
Company's broker.
Dr Manfred K, Chief Executive Officer of TGE, commented:
"We are very pleased with the response the IPO received from investors who were impressed with our market position in cryogenic gas
carriers, and excited by the opportunities this presents us to participate in the developing offshore LNG market.
"TGE is a robust, profitable business, with good visibility of earnings, and direct exposure to gas infrastructure investment and
Chinese shipbuilding. We have brought together a talented, highly specialised team of both engineers and technicians who are committed to
maximising the opportunities that now present themselves."
"To my mind, both technically and commercially, we have long been the leading gas engineering business in our market and I look forward
to exploiting these strengths to the benefit of both our new and our old shareholders."
Tim Cockroft, Head of Capital Markets at Kaupthing, commented:
"Kaupthing is delighted with the level of support from investors in TGE Marine AG, one of the largest floats on AIM so far this year,
particularly given the challenges new issues are currently facing in these markets. The successful marketing effort is a reflection on the
attractiveness of TGE's offering which has further benefited from Kaupthing's reach and distribution across the UK, Europe and US."
Enquiries:
TGE Marine AG +49 (0)228 604 480
Dr Manfred K Chief Executive Officer
Roland Fisher Chief Financial Officer
Kaupthing Singer & Friedlander Capital Markets Limited +44 (0)20 3205 7500
Jos Trusted
James Maxwell
Pelham Public Relations +44(0)20 7743 6676
James Henderson
Alisdair Haythornthwaite
Kaupthing Singer & Friedlander Capital Markets Limited which is authorised and regulated in the United Kingdom by the Financial Services
Authority is acting as nominated adviser and broker to the Company in connection with the placing and admission and is advising no one else
in relation to the placing and admission and will not be responsible to any person other than the Company for providing the protections
afforded to its clients nor for advising any other person in relation to any matter concerning the placing or admission or otherwise.
Kaupthing Singer & Friedlander Capital Markets Limited will not regard any other person as its customer or be responsible to any other
person for providing the protections afforded to customers of Kaupthing Singer & Friedlander Capital Markets Limited nor for providing
advice in relation to the transactions or arrangements referred to in this announcement.
The information continued herein is not for publication or distribution to persons in the United States of America. The securities
referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or
sold without registration thereunder or pursuant to an available exemption therefrom.
The materials do not constitute an offer of securities for sale in the United States; the securities referred to herein 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 Company does not intend to register the securities under the Securities Act.
This information does not constitute an offer of securities to the public in the United Kingdom. This document is directed only at (i)
persons who have professional experience in matters relating to investments and who fall within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") and/or (ii) persons falling within Article 49(2)(a) to (d) (high net worth
companies, unincorporated associations, etc.) of the Order or to whom it may otherwise lawfully be communicated (all such persons together
being referred to as "relevant persons") or in circumstances in which section 21 of the Financial Services and Markets Act 2000 does not
apply to the Company. Any person who is not a relevant person must not act or rely on this communication or any of its contents. Any
investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with
relevant persons.
This information and any offer if made subsequently is directed only at persons in member states of the European Economic Area who are
"qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) ("Qualified Investors"). This
document must not be acted on or relied on in any member state of the European Economic Area, by persons who are not Qualified Investors.
Any person in the EEA who acquires the securities in any offer (an "investor") or to whom any offer of the securities is made will be deemed
to have represented and agreed that it is a Qualified Investor. Any investor will also be deemed to have represented and agreed that any
securities acquired by it in the offer have not been acquired on behalf of persons in the EEA other than Qualified Investors or persons in
the UK and other member states (where equivalent legislation exists) for whom the investor has authority to make decisions on a wholly
discretionary basis, nor have the securities been acquired with a view to their offer or resale in the EEA to persons where this would result in a requirement for publication by the company or
any other manager of a prospectus pursuant to Article 3 of the Prospectus Directive. The Company and Kaupthing and their affiliates, and
others will rely upon the truth and accuracy of the foregoing representations and agreements.
NOTES TO EDITORS
TGE is a leading provider of engineering services for the design and construction of gas carriers and offshore units. The Group provides
a turnkey solution for the engineering design, procurement and construction supervision of marine gas handling and storage systems as well
as vessel designs.
The Group specialises in the containment and handling of cryogenically stored gases (often these are both highly toxic and flammable),
and has a market leading position in the ethylene carrier segment.
The majority of TGE's customers are commercial shipyards building gas carrier ships. To date, the Group has supplied gas handling and
storage systems for in excess of 100 gas carriers in more than 20 shipyards in Europe, Asia and South America. In particular, the Group has
been active in China since 1989 and, to the Directors' knowledge, acted as the engineering provider to every Chinese-built IGC compliant gas
carrier delivered.
The Group is headquartered in Bonn, Germany with a representative office in Shanghai, China.
For further information on the Group, including access to an electronic version of the Company's AIM Admission Document, please visit
the Company's website (www.tge-marine.com)
This information is provided by RNS
The company news service from the London Stock Exchange
END
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