Elster Announces Closing of Initial Public Offering

- Underwriters Exercise Over-Allotment Option -

ESSEN, Germany, Oct. 5 /PRNewswire-FirstCall/ -- Elster Group SE (NYSE: ELT), one of the world's largest electricity, gas and water measurement and control providers with products and solutions widely used by utilities in the traditional and emerging Smart Grid markets, today announced that it has closed its initial public offering of American Depositary Shares (ADSs).  

Further, the underwriters of the offering have exercised their over-allotment option and purchased 2.43 million additional ADSs (15 percent of the 16.2 million ADSs that were offered) from Rembrandt Holdings S.A., Elster's largest shareholder, which is owned by funds advised by CVC Capital Partners.  

Including the over-allotment, 18.63 million Elster ADSs were sold at the public offering price of $13.00 per ADS.  With this over-allotment, the Company's free float is approximately 16.5 percent.

Deutsche Bank Securities, Goldman, Sachs & Co and J.P. Morgan acted as joint book-running managers for the offering.  Baird, Cannacord Genuity, Piper Jaffray, RBC Capital Markets and Stephens Inc. acted as co-lead managers of the transaction.

A copy of the final prospectus relating to these securities may be obtained from:

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Elster

Elster (NYSE: ELT) is one of the world's largest electricity, gas and water measurement and control providers with products and solutions widely used by utilities in the traditional and emerging Smart Grid markets. Our offerings include distribution monitoring and control, advanced smart metering, demand response, networking and software solutions, and numerous related communications and services – key components for enabling consumer choice, operational efficiency and conservation. Our products and solutions are widely used by utilities in the traditional and emerging Smart Grid markets.  

Elster has one of the most extensive installed revenue measurement bases in the world, with more than 200 million metering devices deployed over the course of the last 10 years. It sells its products and services in more than 130 countries across electricity, gas, water and multi-utility applications for residential, commercial and industrial, and transmission and distribution applications.

For readers in the European Economic Area

This document does not constitute an offer to sell or solicitation of an offer to purchase any securities in the European Economic Area. In relation to each member state of the European Economic Area which has implemented the Prospectus Directive, as defined below (each, a "Relevant Member State"), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the "Relevant Implementation Date"), the offering of securities will not be made to the public in that Relevant Member State, except, with effect from and including the Relevant Implementation Date:

i .to qualified investors (as defined in the Prospectus Directive or implementing legislation in the Relevant Member State) ("Qualified Investors");

ii. to fewer than 100 natural or legal persons (other than Qualified Investors); or

iii. in any other circumstances which do not require the publication by Elster of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision and when used elsewhere in this announcement, the expression an "offer of securities to the public", or any similar expression, in relation to any securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offering and the securities to be offered so as to enable an investor to decide to purchase or subscribe for the securities, as the same may be varied in the Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State. The expression "Prospectus Directive" when used in this announcement means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

For readers in the United Kingdom

This communication is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons").  The new shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such new shares will be engaged in only with, relevant persons.  Any person who is not a relevant person should not act or rely on this document or any of its contents.

Contacts:

John Bluth, Elster Corporate Communications, +1-919-250-5425, [email protected]

Todd Fogarty, Kekst and Company, +1-212-521-4854, [email protected]

SOURCE Elster

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