Waterland and Baltisse announce private placement of shares in
Fagron
Regulated information - Inside informationNazareth
(Belgium)/Rotterdam (The Netherlands), 11 October 2019 – 14:00
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, intends to sell through a private placement, approximately 9.3
million existing ordinary shares (the “Shares”) held by it in
Fagron. This represents 12.98% of Fagron’s current outstanding
capital and corresponds to the entire 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.
Joh. Berenberg, Gossler & Co. KG will act as
Sole Bookrunner 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 InformationNot
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 Regulation (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(e) of the
Prospectus Regulation (Regulation EU 2017/1129 of the European
Parliament and of the Council on the prospectus to be published
when securities are offered to the public or admitted to trading on
a regulated market and repealing Directive 2003/71/EC)
("Qualified Investors"), or such other investors in any other
circumstances falling within Article 1(4) of the Prospectus
Regulation.. 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 Regulation. 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 Sole Bookrunner 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.
Joh. Berenberg, Gossler & Co. KG is acting
exclusively for the Selling Shareholder and no one else in
connection with the sale. In connection with such matters, Joh.
Berenberg, Gossler & Co. KG, its 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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