[TodayIR] TENWOW INT'L: Tenwow International Offers 500,000,000 Shares To Raise Up to HK$1,575 million (4 September 2013, Hong Kong) Tenwow International Holdings Limited ("Tenwow International" or the "Group"; stock code: 1219) today announces details of the global offering (the "Global Offering") of its shares (the "Shares") and its proposed listing on the Main Board of The Stock Exchange of Hong Kong Limited (the "Stock Exchange"). The Global Offering of Tenwow International consists initially of an aggregate of 500,000,000 Shares (the "Offer Shares"), among which 450,000,000 Shares are offered under the International Offering (the "International Offer Shares") and 50,000,000 Shares are offered under the Hong Kong Public Offering (the "Hong Kong Public Offer Shares"), representing 90% and 10% of the total number of new Offer Shares (subject to reallocation), respectively. The offer price (the "Offer Price") will not be more than HK$3.15 per Offer Share and is expected to be not less than HK$3.00 per Offer Share. The Shares will be traded in board lots of 1,000 Shares. Deutsche Securities Asia Limited and HSBC Corporate Finance (Hong Kong) Limited are the Joint Sponsors. Deutsche Bank AG, Hong Kong Branch ("Deutsche Bank AG") and The Hongkong and Shanghai Banking Corporation Limited ("HSBC") are the Joint Global Coordinators. China International Capital Corporation Hong Kong Securities Limited ("CICC"), Deutsche Bank AG and HSBC are the Joint Bookrunners and Joint Lead Managers. The Group has granted the International Underwriters Over-allotment Option, exercisable by the Joint Bookrunners (on behalf of the International Underwriters), pursuant to which the Group may be required to allot and issue up to an aggregate of 75,000,000 Shares at the Offer Price to cover over-allocations in the International Offering, if any. The Group has entered into cornerstone placing agreements with a number of investors in this Global Offering. Among which, China FNB Investment Holdings Limited has agreed to subscribe for Offer Shares in an aggregate amount of US$47,122,100 at the Offer Price (subject to adjustments that may be made to comply with Rule 8.08(3) of the Listing Rules); Milestone F&B II Limited has agreed to subscribe for Offer Shares in an aggregate amount of US$35,170,000 at the Offer Price (subject to adjustments that may be made to comply with Rule 8.08(3) of the Listing Rules); Orchid Asia V, L.P. has agreed to subscribe for Offer Shares in an aggregate amount of US$9,900,000 at the Offer Price; Orchid Asia V Co-Investment, Limited has agreed to subscribe for Offer Shares in an aggregate amount of US$100,000 at the Offer Price, respectively. Each of the Cornerstone Investors has agreed that, without the prior written consent of the Group and the Joint Bookrunners, it will not, whether directly or indirectly, at any time during the period of six months following the listing date, dispose of any of the Shares subscribed for by it pursuant to the relevant cornerstone investment agreement. The net proceeds from the Global Offering (after deduction of underwriting fees and estimated expenses payable in relation to the Global Offering and assuming the Over-allotment Option is not exercised), assuming an Offer Price of HK$3.08 per Share, being the mid-point of the proposed Offer Price range, will be approximately HK$1,434.9 million. The Group intends to use the net proceeds for below purposes: Approximately 45% will be used for expansion of production capacity at existing production facilities (including a new beverage bottling line and two new Tetra Pak production lines at existing facilities in Songjiang, Shanghai and a new Tetra Pak production line in Wuhan, Hubei) and the construction of new production facilities in Chengdu, Sichuan (which includes a new beverage bottling line, a new snack production line and the costs in connection with the construction of the production facilities); approximately 39% will be used to strengthen and expand existing distribution network and expand into new markets as well as to finance research and development, and marketing and promotion activities in connection with own brand products: - approximately 25% for strengthening and expanding existing distribution network and expanding into new regions throughout China, in particular, northeastern and southwestern China, by establishing new sales offices and hiring the appropriate staff - approximately 4% for research and development, such as purchasing research equipment and hiring qualified research and development personnel for new research and development projects; and - approximately 10% for marketing and promotion activities, including TV and radio advertising, print and online advertising and promotional events at retail stores approximately 6% will be used to refinance existing bank loans; the remaining amount of approximately not more than 10% will be used for working capital and other general corporate purposes. Tenwow International is a leading packaged food and beverage producer and one of the largest distributors of packaged food and beverages in China. The Group produces and distributes high-quality own brand products mainly under "Tenwow" ("天喔") brand, as well as distribute well-known third party brand products which are generally complementary in nature and span a broad range of consumer markets. The Group’s own brand products cover four product categories, food and snacks (including roasted nuts and seeds, preserved fruits and meat snacks and other products), non-alcoholic beverages (including ready-to-drink teas and other bottled beverages), alcoholic beverages (including wines and Chinese rice wines) and others (including sauces and flavourings). The Group’s product portfolio consists of some of the fastest growing packaged food and beverage products in the Chinese market in recent years, commanding leading market positions in many product segments. In 2012, Tenwow International was the largest producer of pistachios and almonds in China in terms of retail value, and was among the top three producers of dried pork slices and fruit flavored ready-to-drink tea in terms of retail value, according to Frost & Sullivan. The brand awareness of "Tenwow" has already secured leading positions in markets with huge potentials. The Group’s efforts at building brands and delivering high-quality products are well recognized by consumers. This is reflected by sales and the demand for the Group’s products. Meanwhile, the Group distributes a wide range of food and snacks, non-alcoholic beverages, alcoholic beverages and certain other fast moving consumer goods from a broad portfolio of international and local consumer brands, such as Nestle, Martell, Hennessy and Wahaha. The Group distributed more than 4,300 different products in respect of 76 different international and local brands as of June 30, 2013. The Group’s unique business model of producing and distributing own brand products and distributing third party brand products, which are generally complementary in nature, provides it with synergies and gives it greater bargaining power with, and influence over, distributors and retailers who purchase both own brand products and third party brand products. In addition, this business model allows the Group to obtain prime shelf position with retailers as the Group is able to supply retailers with a comprehensive range of products. This integrated business model also allows the Group to enjoy economies of scale in logistics and warehousing, thereby lowering costs and enabling the Group to react faster to customers’ orders. An extensive, nationwide sales and distribution network is another competitive edge of the Group. Through distribution channels operated by the Group, by Nanpu (a jointly controlled entity in which the Group owns a 51% equity stake) and by third party distributors, the Group efficiently distributes own brand products and third party brand products to retailers across China. As of June 30, 2013, the Group, together with Nanpu, had access to 43 sales offices and 12 principal distribution centers and warehouse facilities and more than 1,000 distributors, covering more than 120,000 sales points in 30 provinces, municipalities and autonomous regions. The Group’s comprehensive sales points even cover various formats, such as hypermarkets, supermarket chains, convenience stores, hotels, restaurants, bars, karaoke lounges, wholesale centers, different retail stores and group purchases. The Group is the fifth largest packaged food and beverage distributor in China, while Nanpu was the largest, in terms of sales revenue in 2012, according to Frost & Sullivan. The Group owns market-oriented research and development and quality control team with strong quality control capabilities. This dedicated research and development team comprises of approximately 36 professionals. In addition to research and development, the team also supports production and safety processes and ensures that all own brand products meet quality and safety standards. During the track record period, the Group introduced more than 26 new own brand beverage products and is currently having four new own brand beverage products in the pipeline, which the Group plans to launch in 2013 to target the rapidly expanding ready-to-drink beverage segment. The current range of own brand products reflects many years of research and development to continuously improve the quality of products to meet the preferences of end consumers, which differentiates Tenwow International from competitors. The Hong Kong Public Offering is expected to commence at 9:00 am on Thursday, 5 September 2013 and is expected to close at 12:00 noon on Tuesday, 10 September 2013. Allotment results and the final Offer Price are expected to be published on Monday, 16 September 2013. Dealings in the shares on the Stock Exchange are expected to commence on Tuesday, 17 September 2013, stock code is 1219. White Application Forms and Prospectuses can be obtained from Deutsche Bank AG, HSBC, CICC, and Bank of Communications Co., Ltd. Hong Kong Branch. Instead of using White Application Form, applicants may apply on-line via the designated White Form eIPO Service Provider at www.eipo.com.hk. Applicants can also use the Yellow Application Forms or give electronic application instructions to Hong Kong Securities Clearing Company Limited to effect their applications.
[TodayIR] TENWOW INT'L: Tenwow International Offers 500,000,000
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