UPDATE 1-Constantia Flexibles share offer to raise up to 821 mln euros

Wed Nov 13, 2013 12:23pm EST

* Shares to be offered at 19.50-25.50 euros

* Net proceeds of 87 mln eur for debt payments, acquisitions

* Deutsche Bank, Goldman Sachs, JP Morgan joint bookrunners (Adds details from prospectus on outlook, proceeds, bookrunners)

By Georgina Prodhan and Michael Shields

VIENNA, Nov 13 (Reuters) - Austrian packaging group Constantia Flexibles IPO-COFH.VI plans to raise up to 821 million euros ($1.10 billion) in an initial public offering in Frankfurt and Vienna on Nov. 27, valuing the firm at up to 1.43 billion euros.

Constantia, which ranks number two in Europe behind Australia's Amcor Ltd, said it would price its new shares in a range of 19.50 to 25.50 euros each and would offer up to 32.2 million shares for sale or 57.5 percent of the company.

Reuters had reported last week that Constantia hoped to carry out the IPO before the U.S. Thanksgiving holiday on Nov. 28 and may raise as much as 800 million euros.

The joint bookrunners are Deutsche Bank, Goldman Sachs and JP Morgan, said Constantia, which makes aluminium-foil, paper and plastic-film packaging and labels for the food, pharmaceutical and beverage industries.

The offering comprises up to 5.13 million new shares and up to 24.08 million from the holdings of JP Morgan's One Equity Partners (OEP), up to a maximum of 28 million shares, plus an over-allotment option of up to 4.2 million from OEP.

Based on a price at the mid-point of the range, Constantia Flexibles will receive net proceeds of 87 million euros from the sale of the new shares, the company said in its prospectus published on Wednesday.

It will use the funds to pay down debt, finance acquisitions and for general corporate purposes, the company said, adding that it had 50 possible acquisition targets in view with annual sales of between 30 million and 100 million euros each.

Constantia, which ranks number four in the world behind Amcor, U.S. based Bemis Co and Sealed Air Corp, said it was confident of increasing sales and core earnings this year and planned a dividend payout policy of 20-30 percent of net profit.

In the first nine months, sales rose 24 percent to 1.23 billion euros and earnings before interest, tax, depreciation and amortisation (EBITDA) rose 22 percent to 175 million euros.

Net income attributble to shareholders dropped to 18 million euros from 43 million euros a year earlier.

Constantia said OEP would make 611 million euros in net proceeds from the share sale, at a mid-range price, and would be subject to a lock-up period of nine months.

Bookbuilding will take place in Germany and Austria between Nov. 14 and Nov. 26 and the shares are due to be listed on the Prime Standard of the Frankfurt Stock Exchange and the Second Regulated Market of the Vienna Stock Exchange on Nov. 27.

Underwriting banks get a base commission of 2.6 percent of gross proceeds from the offering, while the joint global cooordinators may get an additional discretionary fee of up to 1.05 percent, according to the prospectus. OEP will pay the underwriters a commission of 1.56 percent for shares purchased via the greenshoe option.

($1 = 0.7442 euros) (Editing by Tom Pfeiffer and Elaine Hardcastle)

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