This press release or the information contained therein is not being issued and may not be distributed, directly or indirectly, in the United States of America, Canada, Australia, Japan or any other jurisdiction where it would be unlawful to do so, and does not constitute an offer of securities for sale in such countries.
Arbon, 22 September 2015 – AFG Arbonia-Forster-Holding AG publishes today the result of the rights offering in relation to the announced ordinary capital increase with gross proceeds of CHF 206.7 million.
25,515,845 new registered shares, each with a nominal value of CHF 4.20, were offered in connection with AFG Arbonia-Forster-Holding AG’s rights offering to create the financial basis for the execution of the restructuring and repositioning measures, which were announced at the half-year results presentation on 13 August 2015. The exercise of 5 subscription rights entitled the holder to subscribe for 1 new registered share against payment of the subscription price of CHF 8.10. Until the end of the subscription period at 12:00 noon CET on 22 September 2015, 99.9% of the subscription rights were exercised, corresponding to 25,482,865 new registered shares. Newly issued registered shares for which subscription rights were not exercised will be sold on SIX Swiss Exchange or in the over-the-counter market.
Trading in the newly issued registered shares on SIX Swiss Exchange will commence on 23 September 2015. The new registered shares will be delivered against payment of the subscription price on 25 September 2015.
Following completion of the rights offering, AFG Arbonia-Forster-Holding AG will have issued a total of 43,741,448 registered shares with a nominal value of CHF 4.20 each.
UBS Investment Bank acts as Sole Global Coordinator and together with Joh. Berenberg, Gossler & Co. KG as Joint Bookrunner. Co-Lead Managers are Zürcher Kantonalbank und Bank Vontobel AG.
In addition to the result of the successful rights offering, AFG informs that the acquisition of the Eastern German window manufacturer Wertbau GmbH & Co. KG ("Wertbau") which was announced at the half-year results presentation on 13 August 2015 is expected to be completed by the end of September 2015 following the granting of merger control clearance by the German Federal Cartel Office on 24 August 2015. The acquisition expands the Building Envelope Division's production network with state-of-the-art and cost-efficient capacities for the wood and wood aluminium windows production and enhances, thanks to Wertbau's Germany-wide sales network, market access to the largest European window market. Together with the existing production sites for vinyl windows in Pravenec (Slovakia) and Zambrow (Poland), Wertbau forms the basis for the Building Envelope Division to achieve a leading position in the European window market.
Alexander von Witzleben
CEO and Delegate of the Board of Directors
This publication shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualifi-cation under the securities laws of any such jurisdiction. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States or to U.S. persons (as such term is defined in Regulation S under the Securities Act) absent registration or an exemption from registration under the Securities Act. The issuer of the securities has not registered, and does not intend to register, any portion of the offering in the United States, and does not intend to conduct a public offering of securities in the United States.
This publication constitutes neither an offer to sell nor a solicitation to buy securities of the AFG Arbonia-Forster-Holding AG and it does not constitute a prospectus 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. The offer is made solely by means of, and on the basis of, the offering circular and listing prospectus dated 15 September 2015. An investment decision regarding the publicly offered securities of AFG Arbonia-Forster-Holding AG should only be made on the basis of such offering circular and listing prospectus. The offering circular and listing prospectus was published on 15 September 2015 and is available free of charge at UBS AG, Swiss Prospectus, P.O. Box 8098 Zurich Switzerland (phone: +41 44 239 47 03, fax: +41 44 239 69 14, e-mail: firstname.lastname@example.org.