Fairness opinion provider
successfully supported IPO of
On 26 November 2020, Inclusio announced its IPO on Euronext Brussels. The company wants to raise 60 million EUR to further develop its activities and offers, as such, an answer to the increasing demand of investors to invest in socially relevant projects.
In the preparation to the IPO Clairfield Belgium and Walkiers & Wauthier were appointed as financial advisor and fairness opinion provider. In that role, they reviewed and optimized the appointment of the joint global coordinator Belfius and advised the company on among others the equity story, positioning of Inclusio and the capital structure (institutional vs retail investors). Both companies also provided input on the valuation and IPO pricing process, including the price range and the final issue price, based on the chosen structure and equity story.
Advisor to seller
acquired 4yr coin contract from
In October 2016, the Belgian government formally announced their ambition to outsource their coinage as demand for coins declined considerably since the introduction of the euro.
In May 2017, Clairfield Benelux was appointed by the Belgian FPS Finance as financial advisor for carrying out the preparatory work of the awarding process.
Clairfield Benelux was previously appointed by the Dutch Ministry of Finance for the sale of the Royal Dutch Mint. The company was sold to Groep Heylen.
The Belgian FPS Finance subsequently awarded the Royal Dutch Mint with a four year coinage contract. Through Royal Dutch Mint, Groep Heylen is already engaged in coinage for 60 central banks, including the Dutch and Luxembourg central bank.
In future, Belgian coins will be produced in Utrecht, the Netherlands. Production of 73 million circulation coins is anticipated in 2018.
The Royal Mint of Belgium will remain in charge of coin design and prevention of counterfeit coins.
Public Private Partnership
Tramcontractors Brabo II
In November 2015, TramContractors, a consortium comprised of BAM PPP-PGGM and Cofely Fabricom, reached financial close on the Brabo II project. With three concession contracts combining two fundamentally different philosophies, the only successful approach to a winning financing structure was to be a creative one.
TramContractors received financial advice from Clairfield Benelux and was assisted by Linklaters and Clairfield Benelux in the negotiations with the contracting authorities and the lenders. The funders club included: AG Insurance, MUFG, Crédit Agricole CIB, and KBC.
Advisor to seller
‘Project Coating’ has more than 50 years of experience in the development, production and sale of coatings for steel protection.
In 2017, the management of Project Coating had initiated the capitalisation on international growth markets while continuing to reinforce its local market share. By strengthening the assets, intangibles and R&D capabilities, Project Coating was ready to pursue growth in the future.
Considering the objective of the shareholders to exit the company, Clairfield Benelux acted as financial advisor in the sales process. The buyer is a Belgian private equity fund that created a NewCo to execute the transaction. The shareholders of Picasso reinvested.
Clairfield Benelux provided debt advisory services to the shareholders Brewery Martens
Brouwerij Martens was founded in 1758 and is the second largest brewery in Belgium engaged in the development, production, distribution and sale of private label beer as well as their own beer brands.
In 2015, Brouwerij Martens was looking for new capital to strengthen their operational and commercial capabilities and achieve their ambitious growth plan. Unibra entered the Company’s share capital as a minority shareholder.
Unibra is a Belgian company whose activities are centred around the beverage industry in Africa, especially in the production of beer, as well as the real estate sector in Belgium, Luxembourg and Democratic Republic of Congo. Unibra was previously quoted on the stock exchange and is owned by the Relecom family.
Considering Unibra’s expressed interest to exit combined with Jan and Fons Martens’ desire to keep Brouwerij Martens family-owned, the family shareholders appointed Clairfield Benelux as their exclusive financial advisor.
€ 101m Private placement
On November 7 2017, Rivage Investment and Vivalto Home Belgium reached financial close on the availability of €100m in debt securities of which €53m was immediately raised.
The first tranche (€53m) was used to refinance the financial leases on seven of their nursing homes. This allowed Vivalto Home Belgium to benefit from the favourable interest rate environment. After developing a new financial model, Clairfield Benelux raised and closed in August 2018 slightly more than the remainder of the available funds (€48m). These funds will be used to acquire new nursing homes in the future.
The debt securities package is obtained under a project finance structure and will be repaid over a period of 30 years, with repayment taking place on the basis of a ‘sculpted’ payment schedule which is commonly used in project financing.
Vivalto Home Belgium is a Brussels based company engaged in providing residential services to elderly citizens.
Rivage Investment is a French alternative portfolio management and advisory firm with expertise in European infrastructure debt, private debt and listed equities. Their main clients are institutional parties such as pension funds and insurers.
Advisor to buyer
Acquired a majority stake in
Ajinomoto OmniChem is the Belgian subsidiary of the Japanese multinational company Ajinomoto. Ajinomoto is a global manufacturer of quality seasonings, processed foods, beverages, amino acids, pharmaceuticals and speciality chemicals. Ajinomoto OmniChem manufacture and sell pharmaceutical intermediates and APIs globally.
Agro2Agri is a Spanish agrochemical consortium previously owned by Grupo Dadelos, comprised of three subsidiaries: Dadelos Agrosolutions, AgriTecno Fertilizantes and Agrigentum. Ajinomoto OmniChem previously owned a 4.5% stake in all three subsidiaries and sought to acquire a majority stake in Agro2Agri by raising their stakes in the subsidiaries.
Ajinomoto OmniChem aimed to expand their agro business by entering the rapidly growing bio stimulants market. Additionally, the European market proved to be a valuable fit as it represents 40% of the global market and is the fastest-growing region. Ajinomoto OmniChem will take advantage of the joint development of new products and customers, and will further establish their speciality division in the European agrochemicals market.
€ 25m refinancing
Clairfield Benelux advised Medsen and Ceban on the refinancing of € 25m in credit facilities. Medsen and Ceban are portfolio companies of Van Lanschot Participaties. Medsen is a community pharmacy chain with 44 locations spread across the Netherlands. The compounding pharmacy Ceban prepares personalised medications on a semi-industrial scale.
Mobile spectrum auction
Valuation services for the determination of the reserve prices for the 2019 Dutch mobile communication spectrum auction
Clairfield Benelux performed valuation services for the determination of the reserve prices for the 2019 Dutch mobile communication spectrum auction.
Clairfield Benelux advised the shareholders of FrontMen and NonDutch in attracting an investor. Independent investor Auxilium Capital acquired Front Men and NonDutch, fast-growing consultancy organisations helping blue-chip customers build state-of-the-art customer facing enterprise applications.
Clairfield Benelux advised financial investor, Auxilium Capital and co-investors Luc Brandts and Robert Pijselman on the arrangement of the bank funding concerning the acquisition of Software Improvement Group (SIG). SIG was founded in 2000 as a spin-off of CWI, the Netherlands’ national research institute for mathematics and computer science. SIG operates a unique software evaluation laboratory that provides visibility in the quality of enterprise software, addresses software risks and controls the output of newly developed software.
Intersaction acquired PQR and 2ML from Gilde Equity Management Benelux and other sellers. Clairfield Benelux advised private equity investor Intersaction and co-investors Luc Brandts and Robert Pijselman on the arrangement of bank facilities for the acquisitions of PQR and 2ML. PQR is an IT infrastructure specialist, focused on designing, supplying, implementing and migrating workspaces, datacenters and cloud solutions for mid- and large sized organisations. 2ML is an IT managed services company, specialised in IT outsourcing, cloud services and datacenter services.
Clairfield Benelux advised private equity investor Intersaction on the arrangement of bank facilities for the buy out of A. Foeth B.V. A. Foeth B.V. is active in the purchase and sale of used process machinery (mainly stainless steel), serving the chemical, food and pharmaceutical industries in Europe and beyond. The machines are mainly used for crushing, mixing and sieving of raw materials.
Clairfield Benelux advised private equity investor Intersaction and co-investors Luc Brandts and Robert Pijselman on the arrangement of bank facilities for the investment in 5W Storage Services. 5W Storage Services is a fast growing IT company providing specialised IT services and solutions for the protection and security of data. The company is active in the design and maintenance of IT infrastructure, mobile security, and disaster recovery systems.
Intersaction acquired Flexoclean. Clairfield Benelux advised Intersaction on the arrangement of bank facilities for the buy out of Flexoclean. Intersaction is a private equity investor and Flexoclean is a specialist provider of cleaning products and services to printing companies active in the markets of corrugated cardboard, flexible packaging and labels.
Advisor to seller
Clairfield Benelux advised the Dutch Ministry of Finance in the successful sale of Royal Dutch Mint to Groep Heylen. The Royal Dutch Mint manufactures circulating coins for the Dutch- and international market, commemorative coins, medals and the Dutch royal decorations. Groep Heylen is a Belgian industrial holding company that invests in enterprises and buildings and is active in Belgium, Luxembourg, the Netherlands and Germany.
growth capital raising
Clairfield Benelux advised the shareholders of Blink Holding in attracting growth capital from BeLeave Capital for further expansion of the company. Blink Education develops innovative digital teaching methods, designed to increase the involvement of pupils in the learning process. Blink Education is the first educational publisher to offer methods that can be used entirely in a digital environment.
Strategic assessment to
Clairfield Benelux, alongside Nomura and Leonardo & Co, advised the Belgian State and SFPI-FPIM on the analysis and assessment of their principal financial assets
The Belgian Federal Holding and Investment Company (SFPI-FPIM) centrally manages the Belgian federal government’s shareholdings, cooperates with the government on specific projects and pursues its own investment policy in the interests of the Belgian economy.
The core business of the SFPI-FPIM, on one hand as an investment company and on the other hand as a holding company, are as follows:
1. SFPI-FPIM’s objective is to invest in companies with attractive social value in one of the priority sectors.
2. Acquiring equity in companies that are of strategic importance in terms of federal policy, by either making use of their own funds or by using funds that the State provides per project. In the latter case, the SFPI-FPIM acts “on a delegated assignment”.
Advisor to buyer
For more than 50 years, the Interparking Group, a leader in the parking sector, has been a recognised expert in the design, development and operation of public car parks for off-street and on-street parking.
The leading shareholder of Interparking is AG Real Estate, active in the management of real estate assets, the real estate development and the management of public car parks.
Interparking wanted to strengthen its position among the European leaders in the car park sector by continuing to expand its more than 592 operational car parks. After launching first project in Romania, Poland is Interparking’s second important entry into the growing Eastern Europe market. Interparking’s long experience in the car parking sector will make a significant contribution to improve transportation in Polish cities and traffic zones.
Poland Car Parking is one of the most important players on the Polish market. It manages 12 car parks containing 7000 places spread over 7 cities. The Gdansk and Wroclaw airport car parks as well as several car parks in Warsaw are managed by Poland Car Parking with a staff of more than 50 employees.