a092c90349405498fbd1ba7865aa5f2f.ppt
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Equity Capital Markets Black Earth Farming IPO December 2007 PRIVATE AND CONFIDENTIAL © Nomura International plc
Black Earth Farming Ltd. – a landmark transaction Black Earth Farming Ltd. 19 December 2007 Initial Public Offering 1 st US$300 million Key Terms Size US$300 mn Pricing Date Largest ever European IPO in the agricultural sector Key Highlights ü Target price achieved, despite sustained market volatility 19 December 2007 ü Offering several times oversubscribed - upsize option exercised on pricing Listing First North Stockholm ü Market capitalisation at IPO of approx. US$911 mn (ex-greenshoe) Price range SEK 43 - 53 per SDR ü Placed with high quality EM, specialist agricultural, pension and generalist funds Issue price SEK 50 per SDR ü Nomura generated total demand in excess of the offer size Primary / secondary 100% primary ü Nomura responsible for generating six out of the ten largest institutional allocations Offering structure § International institutional offering § Public retail offering in Sweden and Norway Market cap at IPO Approx. US$911 mn (exgreenshoe) Upsize option up to 5% of the offering size (exercised) Greenshoe option up to 15% of the offering size (exercised) Joint Lead Manager Nomura International plc “We are proud to see the overwhelming trust in Black Earth Farming. . . It is a confirmation that investors share our belief and excitement for the industry and Black Earth Farming’s opportunities. ” Michel Orlov, founder and President of Black Earth Faming 1
Nomura: capturing strong investor sentiment in the sector. . . “In Chicago wheat and rice prices for delivery in March 2008 have jumped to an all-time record, soya bean prices are at a 34 -year high and corn prices at a 11 -year peak. ” FT, December 2007 “South Asia hit by food shortages” BBC, January 2008 Demand drivers Constrained supply § Ordinary demand § Finite supply of land § Extraordinary demand – changing diets § Increased use of livestock § Competing use of land § Biofuel demand § Sustainable demand § Robust pricing § Strong desire for exposure Few major players Wheat price +51% Novelty of sector § Early stage of development § Growing interest from investors § Fragmented industry: § Few corporate entities of scale § “First mover” advantages for credible players Soft commodities: strong investor appetite with limited opportunities for exposure 2
% . . . to ensure best execution despite challenging markets “As the Russian market has grown, the deal pipeline has become more crowded, with some companies struggling to gain attention against other deals in the market at the same time. [. . . ]” New Russian Generation IPO cancelled Wary investors desert London IPOs “Volume plummets by 75% on LSE & Ai. M [. . . ] international investors continue to look for high -return oppurtunities” Teorema Holding Russian Timber Group IPO cancelled May 2007 GV Gold IPO cancelled June 2007 July 2007 August 2007 Sep 2007 RESO-Garantia CB cancelled Nov 2007 Dec 2007 OGK-6 IPO cancelled Oct 2007 Black Earth Farming IPO completed Investor confidence slumps in October “Confidence among institutional investors slumped for the second month in a row in October” 3
Nomura’s analyst embarked on an intensive global investor education campaign. . . Richard Ferguson Attractive & compelling sector Soft Commodities Research Geographic location & low cost metrics Proven turnaround ability Impressive management team with track record Nomura marketing campaign Substantial agricultural landbank ü Of the 1, 000 accounts Nomura initially contacted, over 200 expressed strong interest ü Nomura selected over 100 of these investors based on quality, interest and likely order size and embarked on an extensive marketing campaign across Asia, UK and Europe Russian government policy backing Last Russian “privatisation” Attractive & compelling sector . . . to deliver the Company’s unique equity story to investors 4
Nomura delivered high quality allocations. . . Selection of Nomura generated orders AIA/Investment Advisory Regional breakdown of Nomura marketing activity Regional breakdown of orders generated by Nomura Sizeable orders from Continental Europe impacted the regional distribution of orders Source: Nomura, by number of investors contacted Source: Nomura, by size of orders 5
. . . and assisted in the Company’s strong aftermarket performance SEK Nomura has traded over US$80 million of BEF stock to date, including several blocks of over US$10 m placed with high-quality investors million SDRs traded +28% Source: Factset, since IPO Nomura is committed to supporting its clients in the aftermarket 6
High profile and complementary coverage Black Earth digs deep The SKr 1. 68 bn (US$255 m) IPO by agricultural group Black Earth Farming was completed successfully in late December. The all-primary deal was multiple times covered and attracted demand from investors across a wide range of countries. Emerging markets accounts and specialist agricultural funds dominated the book. The company sold 33. 6 m Swedish depositary receipts (SDR), representing 28. 1% of the enlarged share capital, and there is a greenshoe of a further 4. 8 m SDRs. The price was set at SKr 50, in the top half of the SKr 43–SKr 53. The company became the largest listed group on OMX's First North exchange on December 28. The shares opened up 2% at SKr 51 and rose to a high of SKr 51. 50 before falling back to close at SKr 50. Trading volumes were fairly low with only 4. 9 m SDRs changing hands, representing 14. 5% of the deal. The company is registered in Jersey, but is owned by two Swedish investment groups Kinnevik and Vostok Nafta. It acquires and cultivates farmland in south-west Russia, which is known for its very fertile soil and is commonly known as the Black Earth region. Russian IPO are set for a successful 2008. . . The last of the year’s deals to price was Black Earth Farming, a land owning company incorporated in Jersey and operating in Russia. The company appointed Öhman Fondkommission as bookrunner and Nomura as joint lead manager for the sale of Swedish Depository Receipts (SDRs). At Skr 50, the SDRs were priced at the upper end of the Skr 43 -Skr 53 range. The offer represents new shares in the form of 33. 6 m SDRs or 28. 1% of the company’s outstanding share capital post-IPO. Trading on the Stockholm stock exchange started on December 28 and the shares reached Skr 51. 50 in trading yesterday. Black Earth’s market capitalisation after the offer reached $911 m. There is an over-allotment option of 4. 8 m SDRs, or 15% of the base deal size. 4 January 2008 5 January 2008 7
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a092c90349405498fbd1ba7865aa5f2f.ppt