Obligation Herren Industries GmbH 4.5% ( NO0010851728 ) en EUR

Société émettrice Herren Industries GmbH
Prix sur le marché 100 %  ▼ 
Pays  Norvege
Code ISIN  NO0010851728 ( en EUR )
Coupon 4.5% par an ( paiement annuel )
Echéance 05/06/2024 - Obligation échue



Prospectus brochure de l'obligation Hörmann Industries GmbH NO0010851728 en EUR 4.5%, échue


Montant Minimal 1 000 EUR
Montant de l'émission 50 000 000 EUR
Description détaillée Hermann Industries GmbH est une entreprise allemande spécialisée dans la fabrication et la distribution de composants et de systèmes pour l'industrie automobile, principalement axée sur les systèmes d'échappement et les technologies de réduction des émissions.

L'obligation de type financier, identifiée par le code ISIN NO0010851728 et émise par Hörmann Industries GmbH, un groupe industriel allemand reconnu dans la fabrication de composants de construction, est parvenue à son terme le 5 juin 2024 et a été intégralement remboursée à 100% de son prix nominal, confirmant ainsi sa bonne fin ; cette émission, libellée en EUR et d'un montant total de 50 000 000 euros, avait été structurée avec une taille minimale d'achat de 1 000 EUR et proposait un taux d'intérêt de 4,5% avec une fréquence de paiement annuelle, son pays d'émission étant la Norvège.








Prospectus dated 8 May 2019


Securities Prospectus
for the issue of
up to EUR 50,000,000 % Bonds due 2024
by Hörmann Industries GmbH
International Securities Identification Number (ISIN): NO0010851728
8 May 2019
Offer price: 100 %
The bonds due 6 June 2024 (the "Bonds") bear interest on their principal amount from 6 June 2019 at a fixed rate
of % per annum payable in arrear on 6 June in each year. The Bonds are governed by the laws of the Kingdom
of Norway ("Norway") and will be issued in a denomination of EUR 1,000. Unless previously redeemed in
accordance with the terms of the Bonds (the "Bond Terms") or repurchased and cancelled, the Bonds will be
redeemed at par on 6 June 2024.
The interest rate of the Bonds will be at least 4.500 % and finally determined on the basis of a book building
procedure and together with an indication of the yield calculated and the total nominal amount of the bonds issued
in a price fixing notice ("Pricing Notice"). The Pricing Notice shall be deposited with the Luxembourg Financial
Supervisory Authority, Commission de Surveillance du Secteur Financier ("CSSF") and published on the website
of Hörmann Industries GmbH (the "Issuer" or "Hörmann", and together with its subsidiaries and affiliates, the
"Hörmann Industries Group" or the "Group") (www.hoermann-gruppe.de) as well as on the website of the
Luxembourg Stock Exchange (www.bourse.lu) immediately after the determination of the interest rate and
calculation of the yield.
This prospectus (the "Prospectus") has been approved by the CSSF ­ which is the Luxembourg competent
authority for the purposes of the Loi relative aux prospectus pour valeurs mobilières, as amended (the
"Luxembourg Law") which implements Directive 2003/71/EC of the European Parliament and the Council of
4 November 2003, as amended or superseded, (the "Prospectus Directive") into Luxembourg law ­ on
8 May 2019.
Application has been made for a certificate of approval under Article 18 of the Prospectus Directive as
implemented into Luxembourg Law to be issued by the CSSF to the competent authority of the Federal Republic
of Germany. Application is intended to be made for the Bonds to be admitted to listing on the Open Market
(Freiverkehr) of the Frankfurt Stock Exchange and on the Nordic ABM of the Oslo Stock Exchange. Neither the
Open Market nor the Nordic ABM are regulated markets for the purposes of Directive 2014/65/EU (as amended,
"MiFID II").
The Bonds will be issued in uncertificated book entry form cleared through the Norwegian Central Securities
Depository, the Verdipapirsentralen, Verdipapirsentralen ASA, Fred. Olsens gate 1, 0152 Oslo, Norway (the
"VPS"). On or before the issue date of the Bonds, entries may be made with the VPS to evidence the debt
represented by the Bonds to accountholders with the VPS.

Joint Lead Managers and Joint Bookrunners
IKB Deutsche Industriebank AG
Pareto Securities AS, Frankfurt Branch





TABLE OF CONTENTS
SUMMARY ........................................................................................................................................................... 1
GERMAN TRANSLATION OF THE SUMMARY ........................................................................................ 15
RISK FACTORS ................................................................................................................................................. 31
THE OFFER ........................................................................................................................................................ 45
USE OF PROCEEDS .......................................................................................................................................... 57
BOND TERMS .................................................................................................................................................... 58
GENERAL INFORMATION ABOUT THE ISSUER .................................................................................... 86
BUSINESS ACTIVITIES ................................................................................................................................... 93
TAXATION ....................................................................................................................................................... 100
SUBSCRIPTION AND SALE .......................................................................................................................... 106
GENERAL INFORMATION .......................................................................................................................... 108
FINANCIAL INFORMATION ....................................................................................................................... 111
NAMES AND ADDRESSES ............................................................................................................................ 112

- ii -



SUMMARY
This summary (the "Summary") is made up of disclosure requirements known as 'Elements'. These elements are
numbered in Sections A ­ E (A.1 ­ E.7).
This Summary contains all the Elements required to be included in a summary for this type of securities and Issuer.
Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the
Elements.
Even though an Element may be required to be inserted in this Summary because of the type of securities and
Issuer, it is possible that no relevant information can be given regarding the Element. In this case a short
description of the Element is included in this Summary with the statement 'not applicable'.
Section A ­ Introduction and warnings
Element

A.1
Warnings
Warning that:
· this Summary should be read as an introduction to the Prospectus;
· any decision to invest in the Bonds should be based on consideration
of the Prospectus as a whole by the investor;
· where a claim relating to the information contained in the Prospectus
is brought before a court, the plaintiff investor might, under the
national legislation of the Member States, have to bear the costs of
translating the Prospectus, before the legal proceedings are initiated;
and
· civil liability attaches only to the Issuer which has tabled this Summary
including any translation hereof, but only if this Summary is
misleading, inaccurate or inconsistent when read together with the
other parts of the Prospectus or it does not provide, when read together
with the other parts of the Prospectus, key information in order to aid
investors when considering whether to invest in the Bonds.
A.2
Consent to use the
Each credit institution authorised to trade securities pursuant to Article 3
Prospectus
No. 1 of Directive 2013/36/EU of the European Parliament and of the
Council of 26 June 2013 on access to the activity of credit institutions and
the prudential supervision of credit institutions and investment firms,
amending Directive 2002/87/EC and repealing Directives 2006/48/EC and
2006/49/EC (each a "Financial Intermediary") is entitled to use this
prospectus (the "Prospectus") during the offer period which is expected to
be from 9 May 2019 to 28 May 2019 in the Federal Republic of Germany
and the Grand Duchy of Luxembourg.
The Issuer may at any time restrict or withdraw its consent, whereas the
withdrawal of the consent requires a supplement to the Prospectus.
The consent is not subject to any further conditions.
The Issuer declares that it will assume liability for the content of the
Prospectus also in case of a subsequent resale or final placement of the
Bonds.
Every Financial Intermediary using the Prospectus in the course of the
offer must state on its website that the Prospectus is being used in
accordance with the consent granted and the conditions attached. In
the event of an offer being made by a Financial Intermediary, such
Financial Intermediary shall provide information to investors on the
terms and conditions of the offer at the time of that offer.
- 1 -



Section B ­ Hörmann Industries GmbH ­ Issuer
Element

B.1
Legal and commercial Hörmann Industries GmbH (the "Issuer" or the "Company") is the legal
name
name. The Issuer uses the commercial name Hörmann Group.
B.2
Domicile, legal form,
Hörmann Industries GmbH is a limited liability company established and
legislation, country of
operated under the laws of the Federal Republic of Germany and domiciled
incorporation
in Kirchseeon, Germany, registered in the commercial register
(Handelsregister) of the local court (Amtsgericht) of Munich under
HRB 141701.
B.4b
Known trends affecting The Issuer expects that the following trends will influence its business
the Issuer and the
activities within the next years:
industries in which it
operates
· Vehicle markets will continue to grow - due to the rising
population and increasing interconnectedness (including in
transport, such as long-distance coach routes)
· Higher demand for food offers additional growth opportunities in
the agricultural machinery sector
· The growth in living space and infrastructure associated with
urbanisation stimulates the construction machinery sector,
particularly in emerging markets
· Local public transport is becoming the most important urban
means of transport
· Internet of Things (IoT) / Industry 4.0 ­ Interconnectivity of all
things and communication is on the rise which is highly relevant
for factory automatization to increase productivity
· Utility vehicle manufacturers are increasingly pursuing
globalisation and multi-brand strategies
· System suppliers are following OEMs and focusing on organic
growth as well as acquisitions - concentration process among
suppliers
· Trend towards increasing standardisation and modular strategy
while retaining individual and local characteristics
· Demand for high-quality utility vehicles in emerging markets
· Long-term development of cheaper and more environmentally-
friendly alternatives and technologies for local and long-distance
transport, driven by strict emission standards
B.5
Description of the
Hörmann Industries GmbH is the parent company of Hörmann Industries
Group and the position group (the "Hörmann Industries Group" or the "Group"), consisting of
of the Issuer within the the four divisions Automotive, Engineering, Communication and Services.
Group
B.9
Profit forecast or
Not applicable. No profit forecast or estimates have been included.
estimate
B.10
Qualifications in the
Not applicable. BDO AG Wirtschaftsprüfungsgesellschaft has audited the
audit report on the
consolidated financial statements of Hörmann Industries GmbH and its
historical financial
subsidiaries for the fiscal years ended on 31 December 2017 and 2018 and
information
has, in each case, issued an unqualified auditor's report.
- 2 -



B.12
Selected historical key Except where stated otherwise, the information has been extracted from the
financial information
audited consolidated financial statements of the Company as of and for the
fiscal years ended 31 December 2017 and 2018.

Selected items of the group profit and loss account


1 January to
1 January to
31 December 2017
31 December 2018

Group profit and loss account
in EUR million (audited)

Sales Revenues ..........................................................
521.9
624.1

Increase in finished goods and work in progress .......
15.4
32.2

Other internally produced and capitalised assets .......
0.4
0.4

Other operating income..............................................
11.6
18.4

Total output ................................................................
549.3
675.1

Cost of materials ........................................................
279.8
352.8

Gross profit / loss .......................................................
269.5
322.3

Personnel costs ...........................................................
175.3
199.8

Other operative expenses ...........................................
65.5
79.4

Other taxes .................................................................
1.3
1.3

EBITDA(2) ..................................................................
27.4
41.8
Depreciation and amortisation on intangible and
12.5
16.7

tangible assets ............................................................

EBIT(1) .......................................................................
14.9
25.1

Financial Result .........................................................
-3.3
-2.7

Income taxes ..............................................................
2.6
5.6

Deferred taxes ............................................................
0.1
-2.2

Group net income.......................................................
9.1
14.6
____________________


Alternative Performance Measures according to the Guidelines of the European Securities and
Markets Authority (ESMA):
(1) Earnings (gross profit/loss (sales revenues, increase in finished goods and work in progress,
other internally produced and capitalised assets, other operating income, cost of materials) less
personnel costs, amortisations and depreciation on intangible and tangible assets and other
operative expenses) before interests and taxes. The KPI shows the result of the company
independent from regional taxation and different methods of financing.
(2) Earnings before interests, taxes, depreciations and amortisations on intangible and tangible
assets.

Selected items of the consolidated statement of financial position


31 December 2017
31 December 2018

Consolidated statement of financial position
in EUR million (audited)

Fixed assets ................................................................
71.5
65.0

Current assets .............................................................
196.4
215.8
Prepaid expenses, deferred tax assets and excess of
15.5
13.9

plan assets over pension liabilities .............................

Total assets ................................................................
283.4
294.7

Equity .........................................................................
99.6
112.8

Provisions ..................................................................
98.0
98.7

Liabilities ...................................................................
85.8
83.2

Total equity and liabilities .........................................
283.4
294.7
- 3 -




Selected items from the consolidated statements of cash flows


1 January to
1 January to
31 December 2017
31 December 2018
Consolidated statements of cash flows

in EUR million
(audited)

From operating activities ...........................................
37.4
16.2

From investing activities ............................................
-29.4
-10.8

From financing activities ...........................................
-2.5
-3.5

Selected other financial information


As at
As at
31 December 2017
31 December 2018
or for the period
or for the period
from 1 January to
from 1 January to
31 December 2017
31 December 2018
Selected other financial information

in EUR million unless otherwise stated
(unaudited)
Alternative Performance Measures according to

the Guidelines of the European Securities and

Markets Authority (ESMA):

Total financial liabilities(2) .........................................
30.5
30.3

Net financial liabilities(3) ............................................
-45.0
-47.1

Equity ratio in %(4) .....................................................
35.1
38.3

EBIT interest coverage ratio (as a multiple)(1) ...........
3.9
8.4

EBITDA interest coverage ratio (as a multiple)(1) .....
7.2
14.0

Total financial liabilities / EBITDA (as a multiple) ...
1.1
0.7

Net financial liabilities / EBITDA (as a multiple) .....
-1.6
-1.1
Total financial liabilities / (equity + total financial
0.2
0.2

liabilities) ...................................................................

____________________
(1) The EBIT interest coverage ratio and EBITDA interest coverage ratio are important indicators
used to determine how easily the company can pay interest on its outstanding debt. The EBIT
interest coverage ratio is calculated by dividing EBIT by interest expenses and similar expenses.


1 January to
1 January to
31 December 2017
31 December 2018

Consolidated income statement
in EUR million (unaudited)

EBIT ..........................................................................
14.9
25.1

Interest expenses and similar expenses ......................
3.8
3.0

EBIT interest coverage ratio (as a multiple) ..........
3.9
8.4

The EBITDA interest coverage ratio is calculated by dividing EBITDA by interest expenses and
similar expenses:


1 January to
1 January to
31 December 2017
31 December 2018

Consolidated income statement
in EUR million (unaudited)

EBITDA .....................................................................
27.4
41.8

Interest expenses and similar expenses ......................
3.8
3.0

EBITDA interest coverage ratio (as a multiple) ....
7.2
14.0
- 4 -




(2) Total financial liabilities are calculated as the sum of the outstanding bond and liabilities to banks:


31 December 2017
31 December 2018


in EUR million (unaudited)

Bond ...........................................................................
30.0
30.0

Liabilities to banks .....................................................
0.5
0.3

Total financial liabilities ..........................................
30.5
30.3

(3) Net financial liabilities are calculated as the sum of total financial liabilities less cash-in-
hand/bank balances:


31 December 2017
31 December 2018


in EUR million (unaudited)

Total financial liabilities ...........................................
30.5
30.3

Cash-in-hand/bank balances ......................................
75.5
77.4

Net financial liabilities .............................................
-45.0
-47.1

If the amount of cash-in-hand and bank balances is higher than the amount of the financial liabilities,
the calculated amount describes net financial assets instead of net financial liabilities.

(4) Including minority interests. The equity ratio forms part of the company's risk management
system and shows how much of the company's assets are funded by equity shares and is calculated
by dividing total shareholders' equity by its total assets. The higher the equity ratio the higher the
financial stability of the company and the independence from debt providers.

Material adverse
There has been no material adverse change in the prospects of the
change in the prospects Company since the date of the last audited consolidated financial
of the Issuer
statements of 31 December 2018.

Significant changes in
Other than the closure of the plant in Penzberg (Bavaria), which is expected
the financial and
to lead to a decrease in sales revenues in a mid double-digit million amount,
trading position
there has been no significant change in the financial or trading position of
the group since 31 December 2018.
B.13
Recent events
On 5 April 2019 Hörmann Logistik GmbH, a subsidiary of the Issuer,
signed a contract to purchase the majority of Klatt Fördertechnik GmbH,
which is based in Neumarkt am Wallersee, Austria. Hörmann Logistik
GmbH initially purchased 51 % of the specialist for intralogistics systems.
The acquired company was fully consolidated retroactively on 1 April
2019.
On 11 April 2019, the Issuer decided to close the plant in Penzberg
(Bavaria) which formed part of its Automotive division. In this connection,
Hörmann Automotive Penzberg GmbH ("HAP") was spun off from
Hörmann Industries Group and transferred with economic effect from 1
January 2019 to the FTH Fahrzeugteileholding GmbH, Chemnitz, a
holding company of the Hörmann family, which does not form part of the
Hörmann Industries Group, in which context the sales revenues and results
of HAP for the months January to March 2019 were attributed to the Issuer
in its consolidated financial statements. The production activities of the
plant in Penzberg are to be relocated to other plants, in particular the one
in Bánovce (Slovakia). The Issuer is negotiating a social plan for the
approximately 630 employees concerned and intends to offer vacant
positions at other locations of Hörmann Industries Group to these
employees. For the financing of the social plan, the Issuer intends to
provide financing against collateral of approximately EUR 20 million to
HAP indirectly via the intermediate holding company Hörmann
Automotive GmbH.
- 5 -



B.14
Please read Element B.5 together with the information below

Dependence upon
Not applicable. The Issuer is the parent company of Hörmann Industries
other entities within
Group.
the Group
B.15
A description of the
The activities of Hörmann Industries Group are divided into the following
Issuer's principal
divisions:
activities
With its Automotive division Hörmann Industries Group is a leading
supplier of metal components, modules and systems for the European
commercial, agricultural and construction vehicle industries.
In the Engineering division, Hörmann Industries Group operates in
vehicle engineering, industrial design and plant and building planning,
through complex logistics concepts, including the development and
production of detectors for the detection of ionising radiation.
In the Communication division, Hörmann Industries Group is a
technologically leading supplier of communication, information, security
and warning systems. The focus is on professional hardware and software
concepts for railway companies, local public transport, inland navigation
and airports as well as on electronic security systems for the protection of
buildings, public spaces, industrial objects, traffic and passenger services
and systems related to communication, security and warning systems.
The group-wide service activities were bundled in the Services division,
which was founded in May 2017.
B.16
Controlling persons
Hörmann Industries GmbH is an indirect subsidiary of Hörmann Holding
GmbH & Co. KG (85 %) and a direct subsidiary of Hans Hörmann Holding
GmbH & Co. KG (15 %), whose company shares are held by the Hörmann
family.
B.17
Credit ratings assigned Issuer's corporate rating:
to the Issuer or its debt
securities
The Issuer was awarded a BB rating by Euler Hermes Rating Deutschland
GmbH on 15 October 2018.
Euler Hermes Rating Deutschland GmbH has its registered office in
Hamburg. Euler Hermes Rating Deutschland GmbH is registered as a
rating agency pursuant to Regulation (EC) No 1060/2009 as amended (the
"CRA Regulation"). A current list of the rating agencies registered under
the CRA Regulation can be found on the website of the European
Securities
and
Markets
Authority
(ESMA)
at
http://www.esma.europa.eu/page/List-registered-and-certified-CRAs.
Rating of the Bonds:
Not applicable. The Bonds are not rated.
- 6 -



Section C ­ Securities
Element

C.1
Type and class of the
The bonds (the "Bonds") are senior unsecured and issued in uncertificated
securities, including
book entry form. The ISIN is NO0010851728 and the German Securities
any security
Code (WKN) is A2TSCH.
identification number
C.2
Currency of the
The Bonds are issued in Euro ("EUR").
securities issue
C.5
Restrictions on the free Not applicable. The Bonds are freely transferable.
transferability of the
securities
C.8
Rights attached to the
Each bondholder has the right vis-à-vis the Issuer to claim payment of
securities, ranking of
interest and nominal amount when such payments are due in accordance
the securities and
with the terms of the Bonds (the "Bond Terms").
limitations to the rights
attached to the
Mandatory repurchase ­ Put Option
securities
Upon the occurrence of a change of control event each Bondholder shall
have a right of pre-payment of its Bonds at a price of 101 % of the nominal
amount plus accrued and unpaid interest.
Voluntary early redemption ­ Call Option
(a) The Issuer may redeem all but not only some of the Bonds on any
business day from and including:
(i) the First Call Date to, but not including, the date falling 36 months
after 6 June 2019 (the "Issue Date") at a price equal to [100 % +
50 % of the interest rate] % of the nominal amount for each
redeemed Bond;
(ii) the date falling 36 months after the Issue Date to, but not
including, the date falling 42 months after the Issue Date at a price
equal to [100 % + 35 % of the interest rate] % of the nominal
amount for each redeemed Bond;
(iii) the date falling 42 months after the Issue Date to, but not
including, the date falling 48 months after the Issue Date at a price
equal to [100 % + 20 % of the interest rate] % of the nominal
amount for each redeemed Bond;
(iv) the date falling 48 months after the Issue Date to, but not
including, the date falling 54 months after the Issue Date at a price
equal to [100 % + 5 % of the interest rate] % of the nominal
amount for each redeemed Bond; and
(v) the date falling 54 months after the Issue Date to, but not
including, the Maturity Date (as defined below) at a price equal to
100.00 % of the nominal amount for each redeemed Bond.
"First Call Date" means the date falling 30 months following the Issue
Date, being 6 December 2021.
Early redemption due to a tax event
If the Issuer is or will be required to gross up any withheld tax imposed by
law from any payment in respect of the Bonds under the Bond Terms as a
result of a change in applicable law implemented after the date of the Issue
Date, the Issuer will have the right to redeem all, but not only some, of the
outstanding Bonds at a price equal to 100 % of the nominal amount.
- 7 -



Negative pledge
The Bond Terms contain a negative pledge provision, under which to the
extent permitted by law no member of Hörmann Industries Group may
create or have outstanding any security interest over any of their present or
future respective assets, subject to certain exceptions designated as
"Permitted Security".
Events of Default
Events of default include non-payment of any payment obligation due
under the Bond Terms, breach of other obligations pursuant to the Bond
Terms, certain cross defaults subject to an aggregate threshold of
EUR 5,000,000 enforcement against the assets of any member of Hörmann
Industries Group subject to an equal threshold amount, and certain events
related to the insolvency or winding up of any member of Hörmann
Industries Group.
Bondholders' Meeting
At the Bondholders' Meeting, each Bondholder may cast one (1) vote for
each voting bond owned at close of business on the day prior to the date of
the Bondholders' Meeting in accordance with the records registered in the
securities register. The Issuer's Bonds shall not have any voting rights.
At least 50 % of the voting bonds must be represented at a Bondholders'
Meeting for a quorum to be present.
Approval of any waiver or amendment of any provision of the Bond Terms
requires approval of at least 2/3 of the votes represented at the Bondholders'
Meeting.
Status of the Bonds
The Bonds will constitute senior unsecured debt obligations of the Issuer.
The Bonds will rank pari passu between themselves and will rank at least
pari passu with all other obligations of the Issuer (save for such claims
which are preferred by bankruptcy, insolvency, liquidation or other similar
laws of general application).
Limitation of claims
Claims for interest and principal may be time limited pursuant to the
Norwegian statutes of limitation law of 18 May 1979, whereby the general
time limit is 3 years for interest and up to 10 years for the principal from
the earliest date a claim can be made.
C.9
Please read Element C.8 together with the information below
Interest / Fixed Rate
The Bonds bear interest on their principal amount from 6 June 2019
Bonds / Floating Rate
(inclusive) at a fixed rate of % per annum (the "Rate of Interest") until
Bonds / Zero Coupon
the maturity date (excluding), being 6 June 2024. The Rate of Interest and
Bonds / Maturity Date the aggregate nominal amount of the Bonds will be determined at the end
/ Yield / Holder's
of the period during which Bonds are offered and notified to the
Representative
Bondholders in a pricing notice and published on the website of the
Luxembourg Stock Exchange (www.bourse.lu) as well as on the Issuer's
website (www.hoermann-gruppe.de). Interest is payable in arrear on
6 June of each year. The first interest payment date is 6 June 2020. The
Bonds will mature in full on the maturity date, being 6 June 2024 (the
"Maturity Date") and shall be redeemed by the Issuer on the Maturity Date
at a price equal to 100 % of the nominal amount.
The yield of the Bonds is % per annum calculated on the basis of an issue
price 100 % of the nominal amount and no early redemption. The method
to determine the yield is the ICMA method.
- 8 -


Document Outline