AFG Arbonia-Forster-Holding AG proposes to its Extraordinary Shareholders' Meeting an ordinary capital increase of approximately CHF 200 million by way of a rights offering
Un document
Arbon (ots)
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This press release or the information contained therein is not being issued and may not be distributed, directly or indirectly, in the United States of America, Canada, Australia, Japan or any other jurisdiction where it would be unlawful to do so, and does not constitute an offer of securities for sale in such countries.
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Arbon, 21 August 2015 - The Board of Directors of AFG Arbonia-Forster-Holding AG proposes to the shareholders at the Extraordinary Shareholders' Meeting ("EGM") on 11 September 2015 an ordinary capital increase in order to raise gross proceeds in the amount of approximately CHF 200 million. Provided that the EGM approves the motion to increase the nominal share capital from currently CHF 76,547,532.60 by up to CHF 200,000,001.60 to a maximum of CHF 276,547,534.20, a banking syndicate under the lead of UBS AG and Joh. Berenberg, Gossler & CO. KG ("Berenberg") has committed to a firm underwriting, subject to certain customary conditions, of the up to 47,619,048 new registered shares for a legally required minimum offer price of CHF 4.20 per share (which equals the current nominal value of AFG shares). The banking syndicate will offer the new registered shares to the existing shareholders, preserving the pre-emptive rights.
The Board of Directors emphasizes, that the maximum number of registered shares to be created is an overall frame only, which is determined by the legally stipulated minimum offer price reflecting the current nominal value of existing AFG shares (CHF 4.20). The final terms of the rights issue (final number of shares to be issued, final subscription ratio and final offer price) will be determined by the Board of Directors and presumably announced on 11 September 2015 ahead of the EGM.
Artemis Beteiligungen I AG, held and controlled by Michael Pieper, has committed to exercise all of the allotted subscription rights corresponding to its current holdings of 26.7% and reserves the right to increase its stake by purchasing additional AFG shares or subscription rights in the market, but will not exceed the threshold of 33 1/3%.
Execution of the rights offering (trading and exercise of rights, registration of capital increase in the commercial register as well as payment and settlement of the new registered shares) is expected to take place after the EGM.
The envisaged capital increase enables AFG to create the financial basis for the execution of the restructuring and repositioning measures, which were announced at the Half-Year figures presentation on 13 August 2015.
UBS Investment Bank acts as Sole Global Coordinator and together with Berenberg as Joint Bookrunner. Co-Lead Managers are Zürcher Kantonalbank und Bank Vontobel AG.
This press release and further information on AFG can be found on our website at www.afg.ch.
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Disclaimer:
This publication is intended for the information of the shareholders of AFG-Arbonia-Forster-Holding AG about the proposed capital increase and the resolutions to be taken in connection therewith by the extraordinary shareholders' meeting to be held on 11 September 2015.
This publication shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States or to U.S. persons (as such term is defined in Regulation S under the Securities Act) absent registration or an exemption from registration under the Securities Act. The issuer of the securities has not registered, and does not intend to register, any portion of the offering in the United States, and does not intend to conduct a public offering of securities in the United States.
This publication constitutes neither an offer to sell nor a solicitation to buy securities of the Company and it does not constitute a prospectus 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. The offer will be made solely by means of, and on the basis of, an offering circular and listing prospectus which is to be published. An investment decision regarding the publicly offered securities of the Company should only be made on the basis of the offering circular and listing prospectus. The offering circular and listing prospectus is expected to be published on 15 September 2015 and will be available free of charge at AFG Arbonia-Forster-Holding AG.
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Contact:
Alexander von Witzleben
CEO and Delegate of the Board of Directors
Felix Bodmer
CFO
T +41 71 447 45 51
felix.bodmer@afg.ch