Initial public offering and listing on NYSE Euronext in Brussels

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1 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, OR JAPAN This announcement is not an offer to sell, or a solicitation of an offer to acquire any securities. This announcement is an advertisement and not a prospectus and investors should not purchase any securities referred to in this announcement except on the basis of information in the prospectus to be published by bpost NV van publiek recht/sa de droit public in due course (when approved by the Belgian Financial Services and Market Authority and which can then be obtained at the registered office of bpost NV van publiek recht/sa de droit public and on in connection with the offering and admission to listing of its ordinary shares on Euronext Brussels. Initial public offering and listing on NYSE Euronext in Brussels Brussels bpost NV van publiek recht/sa de droit public ( bpost or the "Company"), the leading postal operator in Belgium, announced yesterday 23 rd of May its intention to proceed with an initial public offering and listing of its ordinary shares on NYSE Euronext in Brussels (the "IPO"). bpost s core business is collecting, sorting, transporting and delivering letters and parcels. bpost is also a supplier of integrated solutions and its product portfolio encompasses products and services in the areas of document management and value-added services, among others. bpost also distributes banking and insurance products of and on behalf of bpost bank, an associate of the Company whose other shareholder is BNP Paribas Fortis, and offers its own public and commercial payment services. bpost offers these products and services through its two business units: Mail and Retail Solutions (MRS) provides mail and financial services to business and residential customers. Large business customers are served through dedicated account managers. Residential and small business customers are served through a multi-channel sales network, including post offices, PostPoints, bpost s eshop, stamp distributors and the Contact Center. Parcels & International (P&I) is specialized in parcels (domestic and international), international mail and e-commerce logistics solutions. Page 1 of 7

2 Business highlights bpost has a focused and proven strategy for its core mail and parcels business which involves the introduction of new products and services that leverage its core capabilities and competitive strengths as well as initiatives designed to stimulate mail volumes. This is complemented by bpost s international, financial services and end-to-end solutions activities and initiatives which leverage bpost s core competencies, such as it last mile coverage. The Company operates primarily in the Belgian mail market, which is relatively resilient when compared with certain other European mail markets. Although volumes of addressed mail in Belgium have declined in recent years, the rate of decline has been lower and more stable than experienced in certain other countries. The Company has developed a systematic approach to identifying and realizing cost savings across the organization, also enabled by natural attrition. bpost is currently rolling out several further productivity enhancement initiatives. The Company has achieved a strong financial performance by fostering a culture of continuous improvement and introducing a series of productivity enhancement initiatives. The Company's strong financial performance over the past years has been accompanied by improved cash conversion. bpost also has a strong balance sheet, with relatively low levels of gross debt and volatile liabilities. The company's intention is to distribute an annual dividend of a minimum of 85% of its Belgian GAAP annual net profit on an unconsolidated basis. Page 2 of 7

3 Financial highlights Normalised (2) In million (1) In million (1) income 2,318 2,365 2,416 income 2,318 2,365 2,416 Growth (%) 3.0% 2.0% 2.2% Growth (%) 3.0% 2.0% 2.2% expenses -1,884-1,915-1,914 expenses -1,880-2,204-1,995 Normalised EBITDA EBITDA Margin (%) 18.7% 19.0% 20.8% Margin (%) 18.9% 6.8% 17.4% Normalised EBIT EBIT Margin (%) 13.8% 15.2% 16.7% Margin (%) 13.9% 2.9% 13.4% Net Profit Net Profit (1) Approval of the 2012 annual accounts by the General Meeting of Shareholders is pending. (2) bpost also analyzes the performance of its activities on a normalized basis or before non-recurring items. Non-recurring items represent significant income or expense items that due to their non-recurring character are excluded from internal reporting and performance analyses EBIT EU-related provisions (Net of tax) +125 (Gross of tax) Changes in employee benefits schemes Movements on non-recurring provisions Collective Labor Agreement Normalized EBIT Page 3 of 7

4 Transaction highlights The intended IPO will consist of the secondary sale of a portion of bpost s ordinary shares currently held by CVC Funds. The offering will comprise the sale of shares to institutional investors as well as to retail investors in Belgium, and to bpost s management and employees. CVC Funds will maintain a substantial stake in bpost following the IPO. The Belgian State will not sell shares as part of the offering and will maintain its current 50.01% stake. J.P. Morgan, Nomura and BNP Paribas Fortis are the joint global coordinators for the IPO. J.P. Morgan, Nomura, Morgan Stanley and UBS are the joint international bookrunners. BNP Paribas Fortis, KBC and ING are the joint Belgian bookrunners. Royal Bank of Canada and Belfius are the joint lead managers. Petercam and Bank Degroof are the co-lead managers. Subject to the approval of the prospectus by the FSMA and to market conditions, it is expected that the price range, as well as other details of the offering will be published in the Belgian financial press, when the offering period is expected to commence. The final offering price shall not exceed the higher end of the price range and is expected to be published in the Belgian financial press before trading starts on Euronext Brussels the next day on a if-and-when delivered basis. Comments Martine Durez, Chairman of the Board of Directors, said: I would like to thank all bpost employees, whose commitment and loyalty have built a healthy, strong company. We will now be able to attract new shareholders to support the long-term vision of the company and thereby strengthen bpost s important social and economic role in our country. Johnny Thijs, CEO of bpost, said: The IPO of bpost is the culmination of over ten years of change and hard work. After we will have become a listed company we will continue to work towards achieving excellence in everything we do. This will benefit our customers, employees and shareholders. Jean-Pascal Labille, Belgian Minister of Public Enterprises, said: bpost is a modern, efficient state owned company that guarantees the universal service and the provision of important services to all citizens in our country. bpost will continue to fulfil these social tasks in the future. Geert Duyck, Managing Partner at CVC, said: The efforts by the strong management team and all employees have resulted in the leading company that bpost is today. Offering a high-quality and efficient service to its customers, bpost is a leading European postal operator. We look forward to our continued involvement post IPO. Press contacts bpost Piet Van Speybroeck (Media) Paul Vanwambeke (Investors) Page 4 of 7

5 piet.vanspeybroeck@bpost.be paul.vanwambeke@bpost.be CVC Capital Partners Hill+Knowlton Strategies Thomas Tindemans/Michael Voordeckers / Thomas.Tindemans@hkstrategies.com Michael.Voordeckers@hkstrategies.com Claire Ellis cellis@cvc.com The information contained in this announcement is for background purposes only and does not purport to be full or complete. J.P. Morgan, Nomura, BNP Paribas Fortis, Morgan Stanley, UBS, KBC, ING, Belfius, Royal Bank of Canada, Petercam and Bank Degroof are acting for bpost and the CVC Funds and no one else in relation to the offering, and will not be responsible to anyone other than bpost and the CVC Funds for providing the protections offered to their respective clients nor for providing advice in relation to the offering. bpost assumes responsibility for the information contained in this announcement. None of J.P. Morgan, Nomura, BNP Paribas Fortis, Morgan Stanley, UBS, KBC, ING, Belfius, Royal Bank of Canada, Petercam or Bank Degroof or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to bpost, the CVC Funds, their respective subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of announcement or its contents or otherwise arising in connection therewith. No representation or warranty, express or implied, is given by or on behalf of CVC Funds or any of its affiliates as to the accuracy or completeness of the information or opinions contained in this announcement, and no liability is accepted for any such information or opinions. Page 5 of 7

6 This announcement does not constitute, or form part of, an offer or invitation to sell or issue, or any solicitation of an offer to purchase securities and any purchase of, or application for, shares in bpost to be sold in connection with the offering should only be made on the basis of information contained in the prospectus to be issued in due course in connection with the offering and any supplements thereto. The prospectus will contain certain detailed information about bpost and its business, management, risks associated with investing in bpost, as well as financial statements and other financial data. These materials are not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia). These materials do not constitute or form a part of any offer or solicitation to purchase securities in the United States. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended, (the Securities Act ) and may not be offered or sold in the United States, except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of securities in the United States. This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order ) and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as relevant persons ). Any investment activity to which this communication relates will only be available to and will only be engaged in with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. This communication may be distributed in a member state of the European Economic Area, with the exception of Belgium, which applies Directive 2000/71/EC (this Directive together with any implementing measures in any member state, the Prospectus Directive ) only to those persons who are investment professionals for the purposes of the Prospectus Directive in such member state, and such other persons as this document may be addressed on legal grounds, and no person that is not a relevant person may act or rely on this document or any of its contents. This announcement and the information contained herein are not for publication, distribution or release in, or into, the United States, Canada, Australia or Japan. The contents of this announcement include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "may", "will", or "should", and include statements bpost makes concerning the intended results of its strategy. By their nature, forward-looking statements involve risks and uncertainties and readers are cautioned that any such forward-looking statements are not guarantees of future performance. bpost s actual results may differ materially from those predicted by the forward- Page 6 of 7

7 looking statements. bpost undertakes no obligation to publicly update or revise forward-looking statements, except as may be required by law. Each of bpost, the CVC Funds, J.P. Morgan, Nomura, BNP Paribas Fortis, Morgan Stanley, UBS, KBC, ING, Belfius, Royal Bank of Canada, Petercam and Bank Degroof and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise. The date of listing on Euronext Brussels may be influenced by things such as market conditions. There is no guarantee that such listing will occur and you should not base your financial decisions on the Company s intentions in relation to such listing at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing the entire amount invested. Persons considering such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the offering. The value of the shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the offering for the person concerned. Page 7 of 7