IPO History

Offering

The Company and the Selling Shareholders (as defined below) were offering the Offer Shares in private placements to institutions which are qualified investors outside the United States, in each case in reliance on Regulation S under the Securities Act.

Offer Shares

The offer shares comprised up to 7.500.000 ordinary bearer shares of the Company, with nominal value of €0.01 each.

Selling Shareholders

– Pamplona Capital Partners I, LP (the "Fund")
– Luruna GmbH
– D+MB GmbH
– EGAL GmbH
– Via Montana GmbH
– Holland Holdco, LLC
– Holland Holdco #2 Ltd

Price range

The price range within which investors could have submitted purchase orders was from €19,00 to €20,00 per share. We and the Selling Shareholders did reserve the right to raise or lower the upper and/or lower limit(s) of the price range following consultation with the Underwriters. 

Offer period

This offering commenced on July 24, 2007 and ended, at 6:00 p.m. (Central European Time) on July 24, 2007.

Underwriters

– Morgan Stanley Bank AG is the Sole Global Coordinator and Sole Bookrunner.
– Morgan Stanley Bank AG and Sal. Oppenheim jr. & Cie. Kommanditgesellschaft auf Aktien are the Joint Lead Managers.
– HSBC Trinkaus & Burkhardt AG and Société Générale are the Co-Lead Managers.

Stabilisation

In connection with the offering, stabilisation measures or market purchases by the Stabilisation Agent, including over-allotments, of up to 10% of the volume of the original offering, i.e., up to 750,000 shares, could have been effected to the extent legally permissible.

Furthermore, Morgan Stanley, acting for the account of the Underwriters, could have over-allot up to an additional 5% of the volume of the original offering, i.e. up to 375,000 shares. Such additional over-allotment was not covered by the over-allotment option and Morgan Stanley, acting for the account of the Underwriters, could have, in the case such additional over-allotment is undertaken, purchase such number of shares necessary to cover this additional over-allotment on the Frankfurt Stock Exchange, the OTC market, or otherwise. This also could have led to a temporarily higher exchange or market price of our shares than would have otherwise been the case.

Over-allotment option

In order to cover a possible over-allotment of up to 750,000 shares, the Selling Shareholders had made available to the Stabilisation Agent, by means of a securities loan, up to 750,000 shares. The Selling Shareholders had also granted the Underwriters an option to purchase up to 750,000 shares at the final offer price. The overallotment option could have been exercised within 30 calendar days following the first day of trading in the shares.

Voting rights

Each share entitles its holder to one vote at our general meeting of shareholders.

Dividends

All of our shares carry full dividend rights if and when declared from the date the holder acquires such shares. Our general dividend policy following the offering is to pay dividends at levels consistent with our growth and development plans, while maintaining a reasonable level of liquidity. Pursuant to this policy, we expect to begin paying dividends in respect of the year ending December 31, 2007, subject to market conditions, our profitability, and other factors. In line with this policy, our current intention is to pay 40-50% of our distributable profits in dividends, subject to market conditions, our growth and development plans, and the need to maintain a reasonable level of liquidity. However, there can be no assurance that we will be able to meet this target. See “Dividends and Dividend Policy”.

Dividends with respect to our shares will generally be subject to Luxembourg withholding tax currently at a rate of 15% of the gross dividends. This tax may be reduced or eliminated pursuant to an applicable tax treaty or pursuant to Luxembourg tax laws.

Lock-up agreements

The Company has agreed with the Underwriters that it will not, prior to the end of six months after the initial offer of the shares, without the consent of Morgan Stanley Bank AG, on behalf of the Underwriters, announce or execute a capital increase from authorised capital, propose a capital increase to its general meeting, announce, execute, or propose to its general meeting any issuance of financial instruments carrying options or conversion rights to the Company’s stock, or announce, execute, or propose to its general meeting any financially equivalent transactions. This does not include any management or employee participation programs or share option programs or capital increases for the purpose of entering into a joint venture or acquiring a company, provided that the joint venture partner or seller receiving shares accepts the Selling Shareholders’
minimum ownership obligation (“Lock-up”) as summarised below.

The Selling Shareholders and ASAF Verwaltung GmbH have agreed with the Underwriters that they will not, prior to the end of six months in the case of non-management shareholders (the Fund, certain shareholders of Holland Holdco, LLC, certain shareholders of Holland Holdco #2, Ltd., and ASAF Verwaltungs GmbH), and 12 months in the case of those Selling Shareholders whose shareholders are also members of the Management Team (as defined below in “Management”) (Luruna GmbH, D+MB GmbH, EGAL GmbH, Via Montana GmbH, certain shareholders of Holland Holdco, LLC and certain shareholders of Holland Holdco #2, Ltd.), after the initial offer of our shares, initiate or consent to, directly or indirectly, the issuance, sale, offering, marketing, or other disposal of shares in the Company or of other securities which can be converted into or exchanged for shares or which embody a right to acquire shares in the Company (including derivative transactions and other transactions financially equivalent to the above mentioned transaction), or to the announcement of an offering to that effect. This prohibition does not include sales in the course of a public takeover or purchase offer made by a third-party to persons who themselves undertake to comply with the Lock-up, and sales made with the consent of Morgan Stanley Bank AG, on behalf of Underwriters.

Listing

Application for admission of our shares on the Official Market (Amtlicher Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), with simultaneous admission to the sub-segment of the Official Market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange, was made on July 6, 2007. Our shares were admitted to trading on the Frankfurt Stock Exchange on July 25, 2007 and trading in the shares commenced on July 26, 2007 under the symbol “SFQ”.

Form of the shares

All of our ordinary shares were in bearer form and all of our preferred shares were in registered form.

Share trading information

ISIN: LU0307018795
German WKN: A0MU70
Common Code: 030701879

Paying Agent

Sal. Oppenheim jr. & Cie. Kommanditgesellschaft auf Aktien
Unter Sachsenhausen 4, 50667 Köln, Germany.

Trading Symbol

SFQ.