Results of Placement
Ontex announces the successful completion of the equity placement announced earlier today
Nov 5, 2015 – Ontex is pleased to announce the successful placement of 4,083,332 new ordinary shares (the “New Shares”) by way of an accelerated bookbuilt placement (the “Placement”). The New Shares have been placed by UBS Limited (“UBS”) at a price of €28.10 per New Share, raising proceeds of approximately €115 million (before expenses). The New Shares represent approximately 6% of the issued ordinary share capital of the Company prior to the Placement.
The proceeds will be used by Ontex to finance part of the consideration due at closing for the acquisition of Grupo Mabe, a leading Mexican hygienic disposal business . The acquisition of Grupo Mabe is part of the Ontex growth strategy and is expected to close in the first quarter of 2016.
Ontex will apply for the admission of the New Shares to trading on Euronext Brussels. Settlement is expected to take place on November 9, 2015 subject to customary closing conditions, at which date the New Shares are expected to be admitted to trading on Euronext Brussels. Following the placement of the New Shares Ontex will have 72,138,887 ordinary shares in issue.
UBS Limited is acting as Sole Global Coordinator and Bookrunner on the equity placement.
About Ontex
Ontex is a leading producer of disposable personal hygiene products, ranging from baby diapers to products for feminine hygiene and adult incontinence. Ontex’s products are distributed in more than 100 countries through Ontex brands as well as leading retailer brands.
The group employs over 5,500 staff and has a presence in 23 countries. Ontex is listed on Euronext Brussels.
DISCLAIMER
This press release may include forward-looking statements. Forward-looking statements are statements regarding or based upon our management’s current intentions, beliefs or expectations relating to, among other things, Ontex’s future results of operations, financial condition, liquidity, prospects, growth, strategies or developments in the industry in which we operate. By their nature, forward-looking statements are subject to risks, uncertainties and assumptions that could cause actual results or future events to differ materially from those expressed or implied thereby. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein.
Forward-looking statements contained in this press release regarding trends or current activities should not be taken as a report that such trends or activities will continue in the future. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on any such forward-looking statements, which speak only as of the date of this press release.
The information contained in this press release is subject to change without notice. No re-report or warranty, express or implied, is made as to the fairness, accuracy, reasonableness or completeness of the information contained herein and no reliance should be placed on it.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This press release is not an offer of securities for sale into the United States, Canada, Australia or Japan.
These materials are not for 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). The securities referred to herein have not been and will not be registered under the US Securities Act of 1933 and may not be offered or sold in the United States absent registration or an exemption from registration. The Company does not intend to register any portion of the placing in the United States or to conduct a public offering of securities in the United States.
This communication is being distributed only to, and is directed only at (a) persons outside the United Kingdom, (b) persons 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 (the “Order”), and (c) high net worth entities, and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as “relevant persons”). The securities referred to herein are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this communication or any of its contents.
In relation to each member state of the European Economic Area which has implemented the Prospectus Directive (as defined below) (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), an offer to the public of securities which are the subject of the placing may not be made in that Relevant Member State, except that, with effect from and including the Relevant Implementation Date, an offer of such securities to the public may be made in that relevant Member State at any time:
(i) to qualified investors (as defined in the Prospectus Directive or implementing legislation in the Relevant Member State) (“Qualified Investors”);
(ii) to fewer than 100 or, if the Relevant Member State has implemented the relevant provisions of the 2010 PD Amending Directive, 150 natural or legal persons (other than Qualified Investors); or
(iii) in any other circumstances which do not require the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive.
For the purposes of this provision and when used elsewhere in this announcement, the expression an “offer to the public of securities”, or any similar expression, in relation to any Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the placing and the securities to be offered so as to enable an investor to decide to purchase or subscribe for the such securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” when used in this announcement means Directive 2003/71/EC (and the amendments thereto, including 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EC.
UBS Limited, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK, is acting exclusively for Ontex and no one else in connection with the transaction. In connection with such matters, UBS Limited, 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 transaction or any other matters referred to in this announcement.
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