This press release or the information contained therein is not being issued and may not be published or distributed in the United States of America, Canada, Australia or Japan and does not constitute an offer of securities for sale in such countries. Diese Pressemitteilung bzw. die in dieser Pressemitteilung enthaltenen Information sind nicht zur Weitergabe in bzw. Verteilung innerhalb der Vereinigten Staaten von Amerika, Kanada, Australien oder Japan bestimmt und stellen kein Angebot zum Kauf von Wertpapieren in diesen Ländern dar.
Issuance of 2,640,000 new shares, representing approximately 5.8% of the issued share capital of AFG Arbonia-Forster-Holding AG ("AFG")
Net proceeds of the capital increase will be used to refinance the acquisition of Koralle Group, which was announced in June 2016
AFG's main shareholder Artemis Beteiligungen I AG committed itself to subscribe for all newly issued shares at the minimum price of CHF 13.55 provided that the shares are not allocated to other investors at the same or at a higher issue price than the one offered by Artemis.
Arbon, 19 September 2016 – As announced in the press release on 15 September 2016 regarding the combination of AFG and Looser Holding AG, AFG launches a capital increase through the issuance of 2.64 million registered shares, sourced from existing authorised capital, via an accelerated bookbuilding. As a result, AFG's share capital will increase by approximately 5.8%. The net proceeds from the capital increase will be used to refinance the acquisition of Koralle Group, which was announced in June 2016.
The transaction is executed by way of a placement excluding subscription rights of the existing shareholders. The issue price will be determined in an accelerated bookbuilding procedure and the shares to be placed will be offered exclusively to pre-selected investors in Switzerland (private placement) and outside of Switzerland to institutional investors (in reliance on Regulation S). The issue price of the new shares will be announced upon completion of the bookbuilding procedure, which is expected on 20 September 2016.
AFG's anchor investor Michael Pieper, through his Artemis Beteiligungen I AG, committed itself to subscribe for all 2.64 million newly issued shares based on a firm order at the minimum price of CHF 13.55 per share in case the newly issued shares are not allocated to other investors at the same or at a higher issue price than the one offered by Artemis. By doing so Michael Pieper underlines his commitment in AFG, while in any case remaining below the threshold of 33 1/3% voting rights.
AFG has entered into a lock up period of 90 days following closing of the placement. Shares to be issued to Looser Holding AG shareholders as part of the public tender offer for all publicly held registered shares in Looser Holding AG are excluded from the lock-up. Furthermore, Artemis Beteiligungen I AG has also committed itself to a lock up period of 90 days following closing of the placement.
The new shares are expected to be listed and admitted to trading on the SIX Swiss Exchange on 22 September 2016. Payment and settlement is expected to take place on the same day.
UBS is acting as Sole Bookrunner on this primary accelerated placing.
|Alexander von Witzleben |
CEO and President of the Board of Directors
Manager Corporate Communcations
T +41 71 447 45 54
AFG is a focussed building supplier that is listed on the SIX Swiss Exchange and has its head office in Arbon, Canton of Thurgau (Switzerland). The group is active worldwide with over 40 distribution companies as well as offices and partners in more than 70 countries. Its main production sites are located in Switzerland, Germany, the Czech Republic, Poland, Slovakia and Italy. AFG employs a total workforce of around 6 200.
The various business units/companies that make up AFG are active in the following sectors: heating technology, air-conditioning/ventilation technology, sanitary equipment, windows and external doors, profile systems and special doors. In these core sectors, each year AFG companies convert around 2,700,000 m2 of glass for windows and shower enclosures, 87,000 doors, 3000 km of steel profiles, 15,000 km of wood and PVC profiles for windows, more than 2.5 million radiators and in excess of 100,000 fan coils.
This press release is for information purposes only and constitutes neither an offer to sell nor a solicitation to buy shares in AFG Arbonia-Forster-Holding AG (the "Shares") in any jurisdiction, nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, a contract therefore. The Shares will solely be sold by way of a private placement to pre-selected qualified investors who do not purchase the Shares with the intention to distribute them to the public and without any public advertisement This press release does not constitute an offering prospectus, and no securities will be offered directly or indirectly to the public, within the meaning of article 652a and/or 1156 of the Swiss Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange.
Diese Pressemitteilung dient ausschliesslich zu Informationszwecken und stellt weder ein Angebot zum Verkauf noch eine Aufforderung zum Kauf von Aktien der AFG Arbonia-Forster-Holding AG (die "Aktien") in irgendeiner Jurisdiktion dar. Die Aktien werden im Sinne einer Privatplatzierung ausschliesslich ausgewählten qualifizierten Anlegern angeboten, die nicht beabsichtigen, diese an das Publikum weiter zu veräussern. Ferner gilt diese Pressemitteilung nicht als Emissionsprospekt im Sinne von Art. 652a und/oder 1156 OR oder als Kotierungsprospekt im Sinne des Kotierungsreglements der SIX Swiss Exchange.
This communication is directed only at persons in the United Kingdom who (i) have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (ii) are persons falling within article 49(2)(a) to (d) («high net worth companies, unincorporated associations, etc.») of the Order or (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). This communication must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
This communication does not constitute an "offer of securities to the public" (within the meaning of Directive 2003/71/EC of the European Union, as amended (the "Prospectus Directive")) of the securities referenced herein in any member state of the European Economic Area (the "EEA"). Any offers of securities to persons in the EEA will be made pursuant to an exemption under the Prospectus Directive, as implemented in member states of the EEA, from the requirement to produce a prospectus for offers of securities.
The securities referenced herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or under any law of any state of the United States of America, and may not be offered, sold, resold, or delivered, directly or indirectly, in or into the United States, except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. AFG Arbonia- Forster-Holding AG will not register or make a public offer of its securities, or otherwise conduct the public purchase and exchange offer, in the United States.
This communication is not for distribution in the United States, Canada, Australia or Japan. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction in which such an offer or solicitation would be unlawful