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3i realises c.£89m from Basic-Fit’s IPO

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, OR ANY (OTHER) JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

3i Group plc (“3i”) is pleased to report that Basic-Fit (“the Company”), the largest “value-for-money” fitness club operator in Europe by number of clubs, has announced that its ordinary shares offered in the initial public offering (the “IPO” or the “Offering”) have been priced at €15 per share (the “Offer Price”). Listing and first trading of the shares on Euronext Amsterdam will commence today.

As part of this Offering, 26.7 million shares have been placed by the Company and its current shareholders raising gross proceeds of €400 million and implying a market capitalisation of €820 million. As part of the IPO, 3i reduced its stake in Basic-Fit from 44.4% to 23.7%.

Total gross proceeds to 3i are approximately £89 million and, at the Offer Price, 3i’s remaining 23.7% stake is worth approximately £153 million. Together, this represents a 16% increase in value against a valuation of £208 million at 31 March 2016. In sterling terms, these proceeds take 3i’s cash return to date from its investment in Basic-Fit to 1.1x and, including remaining value, to 3.0x (1.2x and 3.2x in euro terms respectively).

The Offering has an over-allotment of up to 4 million additional shares, of which 3i has agreed to sell up to 2.4 million shares.

3i invested €97 million into Basic-Fit in December 2013 at an enterprise value of €275 million. Basic-Fit has undergone a period of transformational growth since 3i’s investment, increasing the number of clubs by 75% from 199 to over 350 across the Benelux, France and Spain. The disciplined international roll-out strategy is underpinned by investments in the organisation and consumer trends of spending polarisation and the increasing focus on health and wellness. The combination of a professional organisation, strong brand and customer proposition and a well-invested estate have created a platform for further growth and enhanced profitability.
At the point of investment, 3i introduced Ronald van der Vis as Chairman of the board. Ronald was previously CEO of Pearle/Grand Vision and Esprit. 3i’s experience in international growth strategies and in the discount retail market has helped to support the company in realising its strategy.

Pieter de Jong, Partner and Managing Director of 3i Benelux, commented:

“Basic-Fit has successfully executed its international growth strategy in recent years, creating market leading positions in the Netherlands and Belgium in addition to a strong platform for further growth in both France and Spain. We are proud to have supported the business during this transformational period and will retain a significant stake in the Company. We are confident that Basic-Fit will continue its growth trajectory.”

Rene Moos, CEO of Basic-Fit, said:

“We are pleased to announce the successful listing of Basic-Fit on Euronext Amsterdam. This represents a significant milestone for the Company and we would like to thank our shareholders, including 3i, for partnering with us to achieve the Company’s international ambitions.”

-Ends-

Download this press release as a PDF

For further information, contact:

3i Group plc
Toby Bates
Interim Communications Director
Tel: +44 20 7975 3021
Email: toby.bates@3i.com

Imogen Harvey
Media enquiries
Tel: +44 20 7975 3027
Email: imogen.harvey@3i.com

Notes to editors:

About 3i Group
3i is an investment company with three complementary businesses, Private Equity, Infrastructure and Debt Management, specialising in core investment markets in northern Europe and North America. For further information, please visit: www.3i.com

About Basic-Fit
Basic-Fit is the European market leader (measured by number of clubs) in the "value-for-money" fitness market. The company is active in some of Europe's most attractive markets, with more than 350 clubs in the Netherlands, Belgium, Luxembourg, France and Spain. For further information, please visit: www.basicfit.nl

Regulatory information
This transaction involved a recommendation of 3i Investments plc, advised by 3i Amsterdam.

IMPORTANT INFORMATION
These materials are not for release, distribution or publication, whether directly or indirectly and whether in whole or in part, into or in the United States, Canada, Australia or Japan or any (other) jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

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 Refresco Gerber B.V. (the "Company", and such securities, the "Shares") in the United States, Canada, Australia 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 Shares 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. Any securities sold in the United States will be sold only to “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) in reliance on Rule 144A.

This document does not constitute a prospectus within the meaning of the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht) and does not constitute an offer to acquire securities. Any offer to acquire Shares 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 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.

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. With respect to any Member State of the European Economic Area, other than the Netherlands, 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 Shares requiring publication of a prospectus in any Relevant Member State. As a result, the Shares 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 Shares 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.

In the United Kingdom, this document and any other materials in relation to the Shares 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.

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