NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN. THIS PRESS RELEASE DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION
Aalst-Erembodegem (Belgium), 22 March 2017 – Ontex Group NV (“Ontex”) announces today the launch of a capital increase of new ordinary shares, to be placed through an accelerated bookbuilt offering (“ABB Placement” for “New Shares”). The number of New Shares to be placed will be determined by the bookbuilding process but will not exceed 7,486,110 (representing approximately 10% of the current outstanding ordinary shares). The ABB Placement will not be open to the public. The New Shares will be placed with institutional investors only, without preferential subscription right for shareholders. Upon their issue, the New Shares will be entitled to the same rights as currently existing ordinary shares outstanding, including the right to dividends or other distributions declared as from their issuance.
The proceeds of the ABB Placement will be used to refinance the business, following the acquisition of the personal hygiene business of Hypermarcas, announced on December 23, 2016, and closing of which was announced on March 7, 2017. Ontex remains committed to actively managing its balance sheet to maintain an efficient, flexible and resilient capital structure to support continued investment in its business.
The issue price per share and the number of shares effectively placed will be announced after completion of the placement, expected before opening of trading on Euronext Brussels on March 23, 2017.
BNP Paribas Fortis NV/SA (“BNP Paribas Fortis”) and UBS Limited (“UBS”) are acting as Joint Bookrunners on the ABB Placement.
DISCLAIMER
The information contained herein is not for release, publication or distribution, directly or indirectly, in or into the United States of America (including its territories or possessions, any State of the United States and the District of Columbia), Canada, Australia or Japan or any other jurisdiction in which the distribution would be unlawful.
This press release does not constitute an offer to sell or a 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.
The securities referred to herein have not been and will not be registered under the US Securities Act of 1933 (the “Securities Act”)and may not be offered or sold in the United States absent registration or an exemption from, or in a transaction not subject to, registration under the Securities Act. 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 persons in member states of the European Economic Area who are “qualified investors” within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) (“Qualified Investors”). In addition, in the United Kingdom, this communication is 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 (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 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;
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 falling within Article 3(2) of the Prospectus Directive; provided that no such offer of securities shall result in a requirement for the publication of a prospectus pursuant to Article 3 of the Prospectus Directive or any measure implementing the Prospectus Directive in a Relevant Member State.
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, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK, and BNP Paribas Fortis, which is authorized by and under the prudential supervision of the National Bank of Belgium, boulevard de Berlaimont 14, 1000 Brussels and under the supervision on investor and consumer protection of the Financial Services and Markets Authority (FSMA), rue du Congrès 12-14, 1000 Brussels and authorized as an insurance agent under FSMA number 25789A, are acting exclusively for Ontex and no one else in connection with the transaction. In connection with such matters, UBS and BNP Paribas Fortis, 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 transaction or any other matters referred to in this announcement.
DISCLAIMER
The following pages contain information relating to an offering of securities of Ontex Group NV (“Ontex”). This information may not be accessed by residents of certain countries based on applicable securities law regulations.
THESE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY PERSONS LOCATED IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE PROHIBITED BY APPLICABLE LAW.
Please read this notice carefully – it applies to all persons who view this webpage. Please note that the disclaimer set out below may be altered or updated. You should read it in full each time you visit the site.
This website and the information contained herein or to which it gives access are not intended for, and may not be accessed by, or distributed or disseminated to, persons resident or physically present in the United States of America (including its territories, the “United States”), Australia, Canada, Japan, or any other jurisdiction where to do so would be prohibited by applicable law and does not constitute, or form part of, an offer or invitation to sell or issue or tender, or any solicitation of an offer to purchase or subscribe for, nor shall there be any sale or purchase of, any securities of Ontex in the United States, Australia, Canada, Japan or in any other jurisdiction in which such offer or tender, invitation, solicitation, sale, issue or tender, purchase or subscription would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. The securities of Ontex referred to on this website have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and may not be offered, or sold, resold, delivered or distributed, directly or indirectly, in or into the United States absent registration with the United States Securities and Exchange Commission or an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with the securities laws of any state or other jurisdiction in the United States.
All persons residing outside of the United States, Australia, Canada and Japan who wish to access the documents contained on this website should first ensure that they are not subject to local laws or regulations that prohibit or restrict their right to access this website, or require registration or approval for any acquisition of securities by them. Ontex assumes no responsibility if there is a violation of applicable law and regulations by any person.
Ontex is not conducting, and has not authorised any public offering of securities in any Member State of the European Economic Area.
This website and the information contained herein is being distributed only to, and is directed only at persons in member states of the European Economic Area who are “qualified investors” within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) (“Qualified Investors”). In addition, in the United Kingdom, this website and the information contained herein is 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 (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 securities referred to in this website and the information contained 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;
(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 falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of securities shall result in a requirement for the publication of a prospectus pursuant to Article 3 of the Prospectus Directive or any measure implementing the Prospectus Directive in a Relevant Member State.
For the purposes of this page and when used elsewhere on this website, 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.
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Access to electronic versions of these materials is being made available on this webpage by Ontex in good faith and for information purposes only.
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