Fagron NV: Waterland and Baltisse announce private placement of
shares in Fagron
Regulated information - Inside informationNazareth
(Belgium)/Rotterdam (The Netherlands), 2 July 2019 – 16:45 CEST
Waterland and Baltisse announce private placement of
shares in Fagron
Fagron NV (“Fagron”) has been informed that WPEF
VI Holdco III BE B.V. (referred to as “Selling Shareholder”),
jointly owned by Waterland Private Equity Fund VI C.V. and Baltisse
NV, intend to sell, through a private placement, up to
approximately 7.2 million existing ordinary shares (the “Shares”)
held by it in Fagron. This represents approximately 10% of Fagron’s
current outstanding capital and corresponds to approximately 33% of
the stake that the Selling Shareholder currently holds in Fagron.
The private placement will be conducted by means of an accelerated
bookbuilding. The Shares will be offered to institutional investors
inside and outside Belgium, and to qualified institutional buyers
in the United States in reliance on Rule 144A.
Until the results of the private placement are
announced, trading of the Fagron’s shares on the regulated markets
of Euronext Brussels and Amsterdam will be suspended.
The Selling Shareholder has agreed to a lock-up
of 90 calendar days for all Fagron shares not sold in the private
placement, subject to customary carve-outs.
Books open with immediate effect and may close
on short notice.
The results of the private placement will be
announced shortly after completion of the bookbuilding process and
settlement is expected to occur two business days after
announcement of the private placement results.
Belfius NV/SA, in cooperation with Kepler
Cheuvreux S.A., Joh. Berenberg, Gossler & Co. KG and Kempen
& Co N.V. will act as Joint Bookrunners in connection with the
placement.
In the event of differences between the English
translation and the Dutch original of this press release, the
latter prevails.
For more informationConstantijn van
RietschotenChief Communications OfficerTel. +31 6 53 69 15
85constantijn.van.rietschoten@fagron.com
Important Legal Information
Not for release, publication or distribution,
directly or indirectly, in or into the United States (including its
territories and possessions, any state of the United States and the
District of Columbia), Australia, Canada, Japan, South Africa or
any other jurisdiction in which such release, publication or
distribution would be unlawful. This announcement is not a
prospectus for the purposes of the Prospectus Directive (as defined
below). This announcement is for information purposes only and is
not intended to constitute, and should not be construed as, an
offer to sell or a solicitation of any offer to buy securities of
Fagron (the "Company") in the United States, Australia, Canada,
Japan, South Africa or any other jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration,
exemption from registration or qualification under the securities
laws of such jurisdiction, and the distribution of this
communication in jurisdictions may be similarly restricted. This
announcement should not be regarded as an opinion or recommendation
concerning the purchase or sale of securities of the Company.
Persons into whose possession this communication comes should
inform themselves about and observe any such restrictions. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdictions.
The securities mentioned herein have not been
and will not be registered under the U.S. Securities Act of 1933
(the "US Securities Act"), and may not be offered or sold in the
United States absent registration under the Securities Act or an
available exemption from, or transaction not subject to, the
registration requirements of the US Securities Act. There will be
no public offering of securities in the United States.
Any offer of securities to which this
announcement relates is only addressed to and directed at persons
in member states of the European Economic Area ("EEA") who are
"qualified investors" within the meaning of Article 2(1)(e) of the
Prospectus Directive (Directive 2003/71/EC and amendments thereto,
including Directive 2010/73/EU, to the extent implemented in the
relevant Member State of the EEA) and any implementing measure in
each relevant Member State of the EEA (the "Prospectus Directive")
("Qualified Investors"), or such other investors as shall not
constitute an offer to the public within the meaning of Article 3.1
of the Prospectus Directive. In addition, any offer of securities
to which this announcement relates is in the United Kingdom, being
distributed only to, and is directed only at, Qualified Investors
(i) who 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, as amended
from time to time (the "Order") and Qualified Investors falling
within Article 49(2)(a) to (d) of the Order, and (ii) to whom it
may otherwise lawfully be communicated (all such persons together
being referred to as "relevant persons"). The offering will only be
available to, and any invitation, offer or agreement to subscribe
for, purchase, or otherwise acquire securities will be engaged in
only with relevant persons. Any person who is not a relevant person
should not act or rely on this announcement or any of its
contents.
This communication is not a prospectus for the
purposes of the Prospectus Directive. This communication cannot be
used as basis for any investment agreement or decision. Acquiring
investments to which this announcement relates may expose an
investor to a significant risk of losing the entire amount
invested. Persons considering making such investments should
consult an authorised person specialising in advising on such
investments. This announcement does not constitute a recommendation
concerning the securities referred to herein.
No announcement or information regarding the
offering, listing or securities of the Company referred to above
may be disseminated to the public in jurisdictions where a prior
registration or approval is required for such purpose. No steps
have been taken, or will be taken, for the offering, listing or
securities of the Company in any jurisdiction where such steps
would be required. The issue, exercise, or sale of or purchase of
securities of the Company are subject to special legal or statutory
restrictions in certain jurisdictions. The Selling Shareholder is
not liable if the aforementioned restrictions are not complied with
by any person.
Information to
DistributorsSolely for the purposes of the product
governance requirements contained within: (a) EU Directive
2014/65/EU on markets in financial instruments, as amended (“MiFID
II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593 supplementing MiFID II; and (c) local implementing
measures (together, the “MiFID II Product Governance
Requirements”), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any “manufacturer”
(for the purposes of the Product Governance Requirements) may
otherwise have with respect thereto, the shares the subject of this
sale have been subject to a product approval process, which has
determined that such shares are: (i) compatible with an end target
market of retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined
in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the “Target
Market Assessment”). Notwithstanding the Target Market Assessment,
Distributors should note that: the price of shares may decline and
investors could lose all or part of their investment; the shares
offer no guaranteed income and no capital protection; and an
investment in the shares is compatible only with investors who do
not need a guaranteed income or capital protection, who (either
alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the sale.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Joint Bookrunners will only procure investors who
meet the criteria of Qualified Investors (professional clients and
eligible counterparties).
For the avoidance of doubt, the Target Market
Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of MiFID II; or (b) a
recommendation to any investor or group of investors to invest in,
or purchase, or take any other action whatsoever with respect to
the shares.
Each distributor is responsible for undertaking
its own target market assessment in respect of the shares and
determining appropriate distribution channels.
Belfius NV/SA, in cooperation with Kepler
Cheuvreux S.A., Joh. Berenberg, Gossler & Co. KG and Kempen
& Co N.V. are acting exclusively for the Selling Shareholder
and no one else in connection with the sale. In connection with
such matters, they, their affiliates and their respective
directors, officers, employees and agents will not regard any other
person as their client, nor will they be responsible to any other
person for providing the protections afforded to their clients or
for providing advice in relation to the sale or any other matters
referred to in this announcement.
Please open the link below for the press release:
Waterland and Baltisse announce private placement of shares in
Fagron
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