This press release or the information contained therein is not being issued and may not be published or distributed in the United States of America, Canada, Australia or Japan and does not constitute an offer of securities for sale in such countries.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.
- 2,640,000 new shares have been placed at an issue price of CHF 14.30 per share, raising gross proceeds of CHF 37.8 million.
- Net proceeds will be used to refinance the acquisition of Koralle Group, which was announced in June 2016.
- Main shareholder Artemis Beteiligungen I AG has been allocated 1,300,000 new shares in the placement.
Arbon, 19 September 2016 – AFG Arbonia-Forster-Holding AG ("AFG") has successfully placed 2.64 million new shares by way of an accelerated bookbuilding procedure with selected investors in Switzerland (private placement) and outside of Switzerland to institutional investors (in reliance on Regulation S). The gross proceeds from the placement amount to CHF 37.8 million. The net proceeds of the placement will be used to refinance the acquisition of Koralle Group, which was announced in June 2016.
The shares were placed at CHF 14.30 per new share, which represents a premium of 2.1% compared to the closing price on 19 September 2016. The shares placed are sourced from existing authorized capital of AFG.
In the placement, AFG's anchor investor Michael Pieper, through his Artemis Beteiligungen I AG, was allocated 1,300,000 new shares. Artemis Beteiligungen I AG will therefore hold approximately 28.6% of AFG after 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 acted as Sole Bookrunner.
|Alexander von Witzleben|
Chairman of the Board of Directors and CEO
Head of 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