ACP Capital Ltd sponsors the successful flotation of IFR Capital on AIM becoming its Financial Advisor and a major shareholder
13 November 2006
ACP Capital (“ACP”), a Jersey based niche investment and fund manager, announced today that IFR Capital Plc (“IFR Capital”) has raised circa €135 million before costs via a placing of shares at €1.00 per share on AIM. The placing was significantly oversubscribed, and IFR Capital is expected to start trading on AIM on 15 November 2006.
IFR Capital has been established to act as an acquisition vehicle targeting small and mid-sized businesses in the continental European food industry. ACP and its management have together invested €19.7m (of which €17.34m has been invested by ACP) in the placing and ACP will also act as IFR Capital’s financial advisor receiving management fees. ACP will also participate in a performance-based share incentive scheme. IFR Capital will be operationally managed by Heiner Kamps, the renowned German specialist retail entrepreneur who founded and developed Kamps AG. Herr Kamps has also invested €10m in IFR Capital.
ACP’s advisory role includes:
Advice and evaluation of potential acquisitions of future targets;
- Advice on financing alternatives for such acquisitions reflecting its integrated finance capabilities; and
- Advice on financial controls.
Immediately following Admission, IFR Capital intends to make a €130m share and cash offer to purchase the entire issued ordinary share capital of Kamps Food Retail Investments (the “KFRI Offer”). Heiner Kamps and ACP Capital are significant shareholders in KFRI, holding 25.8% and 12.2% respectively of the issued share capital of KFRI. KFRI’s main asset is Nordsee, Europe’s largest fish-restaurant chain and the number one non-burger fast food chain in Germany and Austria. In parallel, IFR Capital also has a call option to acquire the three bakery chains Löwenbäcker, Müller Brot and Ankerbrot.
If these intended acquisitions are successful, the two largest shareholders in IFR Capital will be ACP with an estimated 13.5% of the equity and Heiner Kamps with an estimated 19% of the equity respectively.
IFR Capital’s intended long-term strategy is through acquisitions and integration to create a leading, vertically-integrated food business. The Directors of IFR Capital aim to target a turnover by IFR Capital after 3 years following the Admission of at least €1.5 billion and an EBITDA margin of approximately 10 per cent.
ACP will, as joint sponsors, lead the initial growth phase by executing and negotiating acquisitions and putting in place the required funding which reflects its integrated finance capabilities, fulfilling IFR Capital’s hybrid private equity model.
IFR Capital / KFRI represent ACP’s first strategic equity investments and display the potential of ACP’s integrated finance capabilities, providing funding across the capital structure. ACP intends to launch a dedicated vehicle next year that will hold and focus on minority strategic equity investments, such as IFR Capital.
That vehicle’s investment focus is intended to be European small and mid-sized businesses where ACP through leveraging its integrated finance capabilities, could propel their growth potential thus realising strong return on the equity investments.
Commenting, Derek Vago, Chief Executive of ACP Capital said:
“I am delighted with the flotation of IFR Capital and in particular the demand for its shares from existing ACP Capital shareholders, which shows their continued support for the ACP vision. It marks yet another milestone for ACP Capital representing its third AIM flotation this calendar year (including its own) and further demonstrates ACP’s capabilities to provide integrated financing across the capital spectrum to its strategic acquisition platforms leading to substantial value creation for our shareholders.
We have exceeded all our year one expectations and therefore plan to increase our final dividend from the 2p per share forecast at the time of our Admission”
Enquiries to:
| Derek Vago | |
| Nikolaj Larsen | |
| ACP Capital Limited | Tel: + 44(0)20 7082 3922 |
| Rob Bain/Andrew Dunn | |
| Redleaf Communications Ltd | Tel: +44 (0)20 7822 0200 |
- Publication quality photographs are available on request from Redleaf Communications Ltd.
Notes to Editors:
Derek Vago (aged 43) Was previously managing director and co-head of the Asset Finance Group (“AFG”) at Nomura International plc from where he gained significant integrated finance experience including equity, mezzanine, and senior debt financing across both asset backed and non asset-backed sectors. Among the transactions he led for AFG were the acquisition of Earls Court and Olympia and the acquisition of Nordsee alongside Heiner Kamps. He created and listed ACP Capital in January 2006 and is now leading the listing of a third vehicle within 12 months. Mr. Vago has put in place a team of leading professionals with a view to creating a leading pan-European small cap merchant bank and asset management specialist.
Heiner Kamps (aged 51) During the past 20 years, Heiner Kamps (master baker and grad. master of business administration) built Kamps AG from a start-up company to a business with net revenues of about €1.7 billion and 2,000 stores:
| 1982 | Establishment and build-up of Kamps bakery stores |
| 1992 | Kamps GmbH (turnover €10 million) is sold to the food group Borden Inc.; Heiner Kamps remains as managing director of the merged business. |
| 1994 | Borden Inc. is sold to the US Investor KKR. |
| 1996 | MBO of the store business (turnover of €150 million) by Heiner Kamps and his team from KKR. |
| 1997 | Change of corporate structure into Kamps AG, Heiner Kamps taking up the position of CEO. |
| 1998 | IPO of Kamps AG – an aggressive acquisition strategy leading to the establishment of Europe’s largest bakery group, with net revenues of €1.7 billion and approximately 2,000 stores. |
| 2000 | Founding of “Brot gegen Not“ (“Bread against Misery”), a foundation focusing on practical vocational training in the baker’s trade. Wherever the need is judged to be greatest, the foundation establishes a local training bakery house with modern equipment, where adolescents are trained in the baker’s trade by experienced bakers. |
| 2002 | Barilla SpA acquires Kamps AG for approximately €1.8 billion, including liabilities of €800 million. |
| 2003 | Managing director of BHVG mbH, Düsseldorf, an investment vehicle with an active ownership strategy and participation in companies such as Tank & Rast, Nordsee, and ACE. |
Nikolaj Larsen
Is Head of strategic investments at ACP Capital. Prior to joining ACP Capital, he worked at Nomura Asset Finance Group (AFG) for three years focusing on underwriting debt and equity for AFG in both the asset backed and non asset backed sectors. During his last 12 months at Nomura, he spent much time on non asset backed transactions in Germany, Austria and Switzerland with Mittelstand companies. Prior to Nomura he worked mainly on various acquisitions from a principal and advisory basis with CSFB and Permira respectively. At CSFB he focused on equity and M&A transactions in the industry sector of infrastructure, energy and utility. Transactions he has worked on include Nordsee, Earls Court & Olympia and Center Parcs Europe.
Kamps Food Retail Investments S.A./Nordsee GmbH
KFRI was founded in 2005 by Heiner Kamps and subsequently acquired Nordsee, Europe’s largest fish-restaurant chain and the number one non-burger fast food chain in Germany and Austria. Heiner Kamps and ACP Capital are significant shareholders in KFRI.
As at 30 April 2006, Nordsee operated 414 outlets throughout Germany, Austria, Switzerland, Slovenia and the Czech Republic, primary located in pedestrian areas, shopping malls, train stations, and airports
- 374 stores; and
- 40 franchised stores
- It has a unique brand enjoying 90% brand recognition in the
markets in which it operates
- 90 million yearly customers. The business focuses on three
types of shops:
- 184 Sea-Buffet Stores, accounting for c. 48% of sales for
FY2005 (Year end September) offering in-store consumption meals
and take-away snacks;
- 212 Restaurants, accounting for c. 43% of sales for FY2005,
offering in-store consumption meals and take away snacks; and
- 18 Snack Shops, accounting for c. 2% of sales for FY2005,
mainly offering take-away snacks. In Austria Nordsee operates the
largest wholesaler specialising in fresh fish distribution (Cerny
& Nordsee AG)
- Accounting for c. 7% of sales for
FY2005.
ACP Capital Limited
ACP Capital is a Jersey-incorporated niche investment and fund manager whose shares were admitted to trading on AIM in January 2006. As an integrated finance specialist, ACP Capital can offer a combination of equity, mezzanine and/or senior debt to businesses that have strong operating cash flows or are asset backed, in the European small to mid-cap (SME) market.
As an asset manager, ACP Capital manages a series of investment vehicles that can provide the required funding to its integrated finance capabilities in the SME sector. ACP Capital’s strategy is to launch specific managed vehicles for specific sectors in the European SME market including, for example, real estate and infrastructure.
ACP Capital’s strategy is to develop strong synergies between its broad funding capabilities and its various managed vehicles, providing optimal financing solutions to its clients while securing a strong flow of recurring revenue for its core business.
ACP Capital is also investigating the possibility of acquiring, investing in or joint venturing with existing specialist operators with whom it can develop synergies. These Strategic Platforms are companies and/or vehicles, which exhibit growth potential in areas where ACP Capital, through a combination of its strategic/financial advice and Integrated Finance capabilities, believes it can add value by assisting the Platforms in the furthering of their growth. An example of this strategy is the provision of €20 million of Mezzanine financing to KFRI by ACP Capital.
For more information please see www.acpcapital.com
Important Notice
This announcement does not constitute, or form part of, any offer or invitation to sell, allot or issue, or any solicitation of any offer to purchase or subscribe for any securities, nor shall it (or any part of it) or the fact of its distribution form the basis of, or be relied upon in connection with, or act as any inducement to enter into, any contract or commitment for securities whatsoever.
The information in this announcement may be incomplete and is subject to updating, completion, revision, verification and amendment. In particular, in preparing parts of this announcement, reliance has been made, inter alia, on unverified information.
No undertaking, representation, warranty or other assurance, express or implied, is made or given by or on behalf of IFR Capital or any of its respective directors, officers, partners, employees, agents or advisers or any other person as to the accuracy or completeness of the information or opinions contained in this announcement and no responsibility or liability is accepted by any of them for any such information or opinions.
This announcement and the information contained in it are not for publication, distribution or release in or into the United States of America, Canada, Australia or Japan. This announcement does not contain or constitute 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.