The planned Offering will consist of new share capital up to 100 million primary shares (equivalent to approximately 15% of issued share capital) from a capital increase. The listing is expected to be a pre-summer listing, subject to market conditions.
 Information on market data is based on Marel’s analysis of data that has been extracted or derived from third party reports, market research, government and other publicly available information and independent industry publications, as the case may be, including the United States Department of Agriculture (the “USDA”), the Food and Agriculture Organisation of the United Nations (the “FAO”), Brookings, the Groundfish Forum and Ragnar Tveterås.
“This is an exciting day for Marel as we announce our intention to float on Euronext Amsterdam in addition to our listing in Iceland. We are well positioned in highly attractive end-markets, supported by secular growth trends such as population growth, the rising middle class, and urbanisation that are driving demand for quality food that is produced sustainably and affordably.
“Marel is at the centerpoint of these prevailing trends and in partnership with our customers, our innovative approach is transforming the way food is processed. The dual listing will support our target of 12% average annual revenue growth in 2017-2026 which we will aim to achieve through market penetration and innovation, complemented by strategic partnerships and acquisitions.”
“This marks an important milestone in the history of Marel which has tranformed from a start-up in the University of Iceland to a leading global provider of advanced processing equipment, systems, software and services to the poultry, meat and fish industries. The listing on Euronext Amsterdam will complement our existing Icelandic listing and provide access to a broader international investor base. Furthermore, the offering will strengthen Marel’s capital structure and provide our experienced management team with the platform and global currency for acquisitions to continue our ambitious growth strategy.”
 Order book reflects Marel’s estimates, as of the relevant order book date, of potential future revenues to be derived from contracts for equipment, software, service and spare parts which have been financially secured through down payments and/or letters of credit in line with the relevant contract terms. These estimates reflect the estimated total nominal values of amounts due under the relevant contracts less any amounts recognized as revenues in Marel’s financial statements as of the relevant order book date.
 Book-to-bill ratio is calculated by dividing the value of orders received during the period by the value of revenues billed during the period.
Marel targets return to shareholders through dividends and share buybacks of 20-40% of net profits. Over the past five years, the payout ratio has been between 20-30% and excess capital has been used to stimulate growth and create further value. For the financial year 2018, Marel paid out to shareholders a dividend corresponding to 30% of net profits for 2018, which was a 33% increase in dividend per share compared with the previous year.
|EUR million||FY2016||FY2017||FY2018||Q1 2019|
|Free Cash flow4||131||153||121||44|
Source: Company information. Note:1 EBIT adjusted for PPA related costs, including depreciation and amortization from 2016 - 2019. PPA refers to amortization of acquisition-related intangible assets.2 Orders received represents the total nominal amount, during the relevant period, of customer orders for equipment, software, service and spare parts registered by Marel during the relevant period.3 The order book reflects Marel’s estimates, as of the relevant order book date, of potential future revenues to be derived from contracts for equipment, software, service and spare parts which have been financially secured through down payments and/or letters of credit in line with the relevant contract terms. These estimates reflect the estimated total nominal values of amounts due under the relevant contracts less any amounts recognized as revenues in Marel’s financial statements as of the relevant order book date.4 Free cash flow defined as cash generated from operating activities less tax and net investments.5 Pro-forma adjusting for the MPS acquisition orders received and revenues were EUR 1,013m and EUR 983m in 2016, respectively.
As of 17 May 2019, Marel had 2,464 shareholders. The ten largest shareholders held 66.5% of the share capital, with Icelandic pension funds holding a total of 38.4%. Principal shareholder Eyrir Invest hf. holds 28.4% of issued shares, followed by two Icelandic pension funds, i.e. Pension Fund of Commerce (LIVE) (9.9%) and Gildi (5.7%). As of 17 May 2019, Marel held 11,126,814 (1.7%) treasury shares. The free float of Marel shares was 71.6%.
At the 2019 annual general meeting, shareholders approved a proposal to increase share capital by up to ISK 100,000,000 nominal value (~EUR 730,000) by issuing new shares and waive their pre-emptive rights to subscribe for these new shares.
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These materials are for information purposes only and are not intended to constitute, and should not be construed as, an offer to sell or a solicitation of any offer to buy the securities of Marel hf. (the “Company”, and such securities, the “Securities”) in the United States, Canada, Australia, South Africa or Japan or in any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction.
The Securities are not and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act. The Company has no intention to register any part of the offering in the United States or make a public offering of Securities in the United States.
In the United Kingdom, this document and any other materials in relation to the Securities is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" (as defined in section 86(7) of the Financial Services and Markets Act 2000) and who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). Persons who are not relevant persons should not take any action on the basis of this document and should not act or rely on it.
The Company has not authorised any offer to the public of Securities in any Member State of the European Economic Area other than the Netherlands and Iceland. With respect to any Member State of the European Economic Area, other than the Netherlands and Iceland, which has implemented the Prospectus Directive (each a “Relevant Member State”), no action has been undertaken or will be undertaken to make an offer to the public of Securities requiring publication of a prospectus in any Relevant Member State. As a result, the Securities may only be offered in Relevant Member States (i) to any legal entity which is a qualified investor as defined in the Prospectus Directive; or (ii) in any other circumstances falling within Article 3(2) of the Prospectus Directive. For the purpose of this paragraph, the expression "offer of securities to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable the investor to decide to exercise, purchase or subscribe for the Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State.
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The release, publication or distribution of these materials in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which they are released, published or distributed, should inform themselves about, and observe, such restrictions.
This announcement does not constitute a prospectus. An offer to acquire Securities pursuant to the proposed offering will be made, and any investor should make his investment, solely on the basis of information that will be contained in the prospectus to be made generally available in the Netherlands and Iceland in connection with such offering. When made generally available, copies of the prospectus may be obtained at no cost from the Company or through the website of the Company.
Citigroup Global Markets Limited and J.P. Morgan Securities plc (the “Joint Global Coordinators”), ABN AMRO Bank N.V., ING Bank N.V. and Coӧperative Rabobank U.A. (together with the Joint Global Coordinators, the “Joint Bookrunners”) and Arion Banki hf. and Landsbankinn hf. (the “Joint Lead Managers” and, together with the Joint Global Coordinators and the Joint Bookrunners, the “Managers”) act exclusively for the Company and no-one else in connection with any offering of Securities and will not be responsible to anyone other than the Company for providing the protections afforded to their respective customers or for providing advice in relation to any offering or any transaction or arrangement referred to herein.