9th Mar 2007 07:02
Safestore Holdings PLC09 March 2007 This document (and the information contained herein) is not for publication ordistribution in or into the United States, Australia, Canada and Japan. This announcement is an advertisement and not a prospectus and investors shouldnot subscribe for or purchase any shares referred to in this announcement excepton the basis of information in the prospectus to be published by SafestoreHoldings plc in due course in connection with the admission of the ordinaryshares in the capital of the Company to the Official List of the FinancialServices Authority and to trading on London Stock Exchange plc's (the "LondonStock Exchange") main market for listed securities (the "Prospectus"). Copies ofthe Prospectus will, following publication, be available from Safestore Holdingsplc's registered office. SAFESTORE HOLDINGS PLC ("Safestore" or the "Company") Safestore announces an Offer Price of 240 pence per Ordinary Share Safestore today announces that the offer price for its initial public offering(the "Global Offer") has been set at 240 pence per ordinary share, implying amarket capitalisation of approximately £449 million and an enterprise value of£661 million. Safestore is the largest self storage provider in the UK and the central Parisregion and the second largest in the EU, in terms of number of stores, providingindividual, secure self storage space and related services. The Global Offer comprises 72,373,192 existing ordinary shares and 14,583,333new ordinary shares (excluding any exercise of the over-allotment arrangement),which represents in aggregate approximately 46.5% of the Company's issuedordinary share capital and a total offer size of £208.7 million. The grossproceeds of the Global Offer to be received by Safestore from the issue of newordinary shares are approximately £35 million. Citigroup Global Markets U.K. Equity Limited and Merrill Lynch International,who are Joint Global Co-ordinators and Joint Bookrunners to Safestore, have beengranted an over-allotment option allowing them to purchase or procure purchasersfor additional ordinary shares of up to a maxiumum of 13,043,480 existingordinary shares, representing 15% of the Shares in the Global Offer. Conditional dealings are expected to commence on the London Stock Exchange at8.00am today under the ticker symbol SAFE. Admission to the Official List of theFinancial Services Authority and commencement of unconditional dealings isexpected to take place at 08.00 UK time on 14 March 2007. Steve Williams, Chief Executive of Safestore, said: "We have had an excellent response to the Offer and are delighted by the numberof well known institutions who have joined our shareholder register. Newshareholders will participate in the next stage of Safestore's growth, as we addto the existing 4 million sq ft of space across our 99 stores primarily throughnew store openings and continue to benefit from the rapidly expanding selfstorage market both in the UK and the EU. We look forward to developingSafestore as a public company." Summary of the Offer Offer Price 240pNumber of Ordinary Shares in the Global OfferIssued by the Company 14,583,333Sold by selling shareholders 72,373,192Number of existing shares subject to the over-allotment option 13,043,480Gross proceeds receivable by the Company £35 millionMarket Capitalisation £449 million • The management has retained a significant shareholding in Safestore representing approximately 10.5 per cent of the Company following Admission and have undertaken (subject to certain exceptions) not to sell their remaining holdings for at least 365 days. • Immediately following Admission (assuming no exercise of the over-allotment option), Bridgepoint will own a material shareholding in Safestore of approximately 41.3 per cent. of Safestore's issued share capital. If the over-allotment option is exercised in full, this shareholding will be approximately 34.6 per cent. Bridgepoint has undertaken not to sell any of its remaining shareholding for at least 180 days. • Citigroup Global Markets U.K. Equity Limited and Merrill Lynch International are Joint Global Co-ordinators and Joint Bookrunners for the Global Offer. • Citigroup Global Markets Limited is the sole sponsor. END Enquiries: Safestore Holdings plcSteve WilliamsRichard HodsdenT: + 44 (0)20 7930 0777 CitigroupMichael LavelleJan SkarbekAndrew ForresterDavid PlowmanT: +44 (0)20 7986 4000 Merrill Lynch InternationalMark GwynneKirk LindstromT: +44 (0)20 7628 1000 Cardew GroupTim RobertsonNadja VetterSofia RehmanT: + 44 (0)20 7930 0777 BridgepointJames MurrayM: +44 (0)7802 259761T: +44 (0)20 7432 3555 High resolution images for the media to view and download free of charge areavailable from www.vismedia.co.uk Notes to Editors: • Safestore is the largest self storage provider in the UK and the central Paris region and the second largest in the EU, in terms of number of stores, providing individual, secure self storage space and related services. • The UK is the largest and most established self storage market in Europe. The UK and French markets show lower penetration rates than the US or Australia and, according to the UK Self Storage Association the UK market is expected to grow with a CAGR of 10 to 15 per cent. This growth is supported by a number of market trends including: increased workforce mobility, social factors such as high divorce rates and an ageing population, housing stock pressure in the UK and lifestyle trends such as the growth in the home improvement market. • In August 2003 Safestore was the subject of a Bridgepoint-backed £39.8 million MBO and de-listing from AIM. Since then, the business has undergone a transformation under the current management team, acquiring four businesses, the largest of which was the £210 million acquisition in June 2004 of Mentmore plc. Under Bridgepoint ownership, number of stores increased from 24 to 99 - 80 of which operate under the 'Safestore' brand in the UK and 19 of which operate under the 'Une Piece en Plus' brand in France. In addition, revenues have increased significantly to £64.3m in 2006. • Safestore currently has approximately 30,000 domestic and business customers with an historic average length of stay of 40 weeks or 73 weeks for current users. The Group's business model is supported by a substantial asset base, strong cashflow and a solid record of earnings which are continuing to grow. • For the year ended 31 October 2006, Safestore recorded a 22% increase in revenues to £64.3 million (2005: £52.9 million) with EBITDA before exceptional items growing 24% to £33.5 million (2005: £27.0 million), all under IFRS. As at 31 October 2006, the Group's property portfolio had an estimated value of £475.2 million. • The majority of Safestore's revenue is generated through the provision of self storage space. However, ancillary revenues are derived from the sale of contents insurance and storage accessories. • In addition to the Group's 99 stores, as at 28 February 2007, Safestore had exchanged or completed contracts on 12 expansion stores, nine of which have planning permission, and in addition has one further property in the final stages of the contract process. • The Group has a maximum lettable area of approximately 4 million square feet and a current lettable area of approximately 3.6 million square feet. The 12 expansion stores will add approximately 0.7 million square feet of which the majority will be available to let by the end of the second quarter of 2008. The contents of this announcement, which have been prepared by and are the soleresponsibility of the Company, have been approved solely for the purposes ofsection 21(2)(b) of the Financial Services and Markets Act 2000 by CitigroupGlobal Markets Limited of Citigroup Centre, Canada Square, London E14 5LB.Citigroup Global Markets Limited, Citigroup Global Markets U.K. Equity Limitedand Merrill Lynch International are authorised and regulated by the FinancialServices Authority and are acting for the Company in connection with the GlobalOffer and will not regard any other person as their respective clients and willnot be responsible to anyone other than the Company for providing theprotections afforded to their respective clients or for providing advice inrelation to the Global Offer, the contents of this announcement or any mattersreferred to herein. The information contained herein is not for publication or distribution in theUnited States of America, Canada, Australia or Japan. This announcement does notconstitute or form part of an offer to sell or issue, or any solicitation of anoffer to buy or subscribe for any securities referred to herein. The securitiesreferred 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 in the UnitedStates absent registration under that Act or an available exemption from it. TheCompany and the selling security holders do not intend to register thesecurities or conduct a public offering in the United States. Securities in Safestore Holdings plc have not been and will not be registeredunder the applicable Securities Laws of Australia, Canada, or Japan and may notbe offered or sold within Australia, Canada, or Japan or to, or for the accountor benefit of, citizens or residents of Australia, Canada, or Japan. The Global Offer is being made in the United Kingdom by means of an offer toinstitutional investors. The Global Offer and the distribution of thisannouncement and other information in connection with the Global Offer incertain jurisdictions may be restricted by law and persons into whose possessionany document or other information referred to herein comes should informthemselves about and observe any such restriction. Any failure to comply withthese restrictions may constitute a violation of the securities laws of any suchjurisdiction. This announcement does not constitute or form part of any offer or invitation tosell or issue, or any solicitation of any offer to purchase or subscribe for,any securities and any purchase of or application for securities of the Companypursuant to the Global Offer should only be made on the basis of the informationcontained in the prospectus to be issued in connection with the Global Offer(the "Prospectus"). The price and value of securities may go up as well as down.Persons needing advice should contact a professional adviser. This announcement includes statements that are, or may be deemed to be,"forward-looking statements". These forward-looking statements can be identifiedby the use of forward-looking terminology, including the terms "believes","estimates", "plans", "projects", "anticipates", "expects", "intends", "may","will", or "should" or, in each case, their negative or other variations orcomparable terminology. These forward-looking statements include matters thatare not historical facts and include statements regarding the Company'sintentions, beliefs or current expectations concerning, among other things, theCompany's results of operations, financial condition, liquidity, prospects,growth, strategies and the self storage industry. By their nature, forward-looking statements involve risk and uncertainty becausethey relate to future events and circumstances. A number of factors could causeactual results and developments to differ materially from those expressed orimplied by the forward-looking statements including, without limitation, thefactors to be described in the risk factors section of the Prospectus and thefactors to be described in the operating and financial review section of theProspectus. Forward-looking statements may and often do differ materially from actualresults. Any forward-looking statements in this announcement reflect theCompany's view with respect to future events as at the date of this announcementand are subject to risks relating to future events and other risks,uncertainties and assumptions relating to the Company's operations, results ofoperations, growth strategy and liquidity. Save as required by law or by theListing Rules, Disclosure and Transparency Rules or Prospectus Rules of theFinancial Services Authority, the Company undertakes no obligation publicly torelease the results of any revisions to any forward-looking statements in thisannouncement that may occur due to any change in its expectations or to reflectevents or circumstances after the date of this announcement. In connection with the Global Offer, Citigroup Global Markets U.K. EquityLimited, as stabilising manager, or any of its agents, may (but will be under noobligation to), to the extent permitted by law, over allot or effect othertransactions intended to enable it to satisfy any over allotments or whichstabilise, maintain or otherwise affect the market price of shares in theCompany (the "Shares") or any options, warrants or rights with respect to, orinterest in, the Shares or other securities of the Company, in each case atlevels which might not otherwise prevail in the open market. The stabilisingmanager is not required to enter into such transactions and such transactionsmay be effected on the London Stock Exchange and any other securities market,over the counter market or otherwise. Such transactions, if commenced, may bediscontinued at any time and may only be entered into between commencement ofconditional trading of the Shares on the London Stock Exchange and 30 daysthereafter. In connection with the Global Offer; the stabilising manager may,for stabilisation purposes, over allot Shares up to a maximum of 15% of thetotal number of Shares comprised in the Global Offer. For the purposes forallowing it to cover short positions resulting from any such over-allotments and/or from sales of Shares effected by it during the stabilisation period, thestabilising manager will enter into the Over-allotment Option with certain ofthe selling shareholders pursuant to which the stabilisation manager maypurchase or procure purchasers for additional Shares up to a maximum of 15% ofthe total number of Shares comprised in the Global Offer at the Offer price. TheOver-allotment Option will be exercisable in whole or in part, upon notice bythe stabilisation manager, at any time on or before the thirtieth day after thecommencement of conditional trading of the Shares on the London Stock Exchange. Information in this announcement or any of the documents relating to the GlobalOffer cannot be relied upon as a guide to future performance. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Safestore