AMATHEON AGRI HOLDING N.V.
Amatheon Agri Holding N.V. AD HOC ANNOUNCEMENT Amatheon Agri Holding N.V. Launches Offering Of Up To EUR 20 million Convertible Bonds Due 2025 NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH, OR TO PERSONS IN ANY JURISDICTION TO WHOM, SUCH OFFERS OR SALES OF SECURITIES WOULD BE PROHIBITED BY APPLICABLE LAW. Berlin, Germany, 19 January 2021 Amatheon Agri Holding N.V. (the "Company", ISIN NL0010273694, Euronext Paris Symbol MLAAH) is launching today an offering of senior unsecured convertible bonds due 2025 (the "Offering"), in an aggregate principal amount of up to EUR 20 million (the "Bonds"). The Bonds will be convertible into new and/or existing no-par value ordinary registered shares of the Company (the "Shares"). The Company intends to use the proceeds from the Offering for general corporate purposes of the Group and to finance further investments to develop the Company and its subsidiaries. The Bonds will be offered by way of a private placement to institutional investors outside the United States of America (the "United States") as well as outside Australia, Canada, Japan, South Africa and any other jurisdiction in which offers or sales of the Bonds would be prohibited by applicable law. The shareholders' pre-emptive rights will be excluded. The Bond is divided into Notes with a nominal value of EUR 50,000 (fifty thousand Euro) each and will be issued at 100% of their principal amount. Unless previously converted, redeemed, repurchased or cancelled, the maturity date of the Bonds will be 22 January 2025. The Bonds will be offered with a coupon of 5% (five percent) per annum, payable semi-annually in arrears. The initial conversion price will be set at EUR 0.10 per share. Settlement is expected to take place on or around 22 January 2021, and admission for trading on the non-regulated open market segment (Freiverkehr) of the Frankfurt Stock Exchange is expected shortly thereafter with ISIN DE000A286BY3 and Symbol (WKN) A286BY. Amatheon Agri Holding N.V. The Management Board * * * For further information please see the Group's website www.amatheon-agri.com. All communications to the Group or the Management Board in connection with the foregoing should be addressed as follows: Marguerite Barron Amatheon Agri Holding N.V. Friedrichstrasse 95, 10117 Berlin, Germany Tel: +49 30 53 000 90 00 Fax: +49 30 53 000 90 20 e-mail: m.barron@amatheon-agri.com Disclaimers: This announcement may not be published, distributed or transmitted, directly or indirectly, in the United States of America (including its territories and possessions), Australia, Canada, Japan, South Africa or any other jurisdiction where such announcement could be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons who are in possession of this document or other information referred to herein 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 jurisdiction. This announcement does not constitute an offer of, or a solicitation of an offer to purchase, securities of the Company in any jurisdiction, including in or into the United States of America (including its territories and possessions), Australia, Canada, Japan, South Africa, Germany or any other jurisdiction. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. No prospectus will be prepared in connection with the offering of the securities referred to herein. The securities referred to herein may not be offered to the public in any jurisdiction in circumstances which would require the issuer and its advisors or any of their respective affiliates, or any person acting on behalf of thereof, to prepare and register any prospectus or offering document relating to the securities referred to herein in such jurisdiction. The Bonds are not intended to be offered, or sold to and should not be offered, or sold to any retail investor in the European Economic Area ("EEA"). For these purposes, a "retail investor" means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Bonds or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Convertible Bonds to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. The Bonds are not intended, to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom ("UK"). For the purposes of this provision the expression "retail investor" means a person who is one (or more) of the following: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of the Prospectus Regulation as it forms part of domestic law by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation. This ad hoc release does not constitute a recommendation concerning any offering of securities. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing the entire amount invested. The value of securities can decrease as well as increase. Past performance is not a guide to future performance. Potential investors should consult a professional adviser as to the suitability of any offering for the individual concerned. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change. This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Any forward-looking statements reflect the current view of the Issuer and its subsidiaries (together, "Group") with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's business, results of operations, financial position, liquidity, prospects, growth or strategies. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements. Forward-looking statements speak only as of the date they are made. Each of the Group and its advisors and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise. The Group's advisors are acting exclusively for the Group and no-one else in connection with the offering of the securities referred to herein. They will not regard any other person as their respective clients in relation to such offering and will not be responsible to anyone other than the Group for providing the protections afforded to their respective clients, or for providing advice in relation to such securities, the contents of this announcement or any transaction, arrangement or other matter referred to herein. None of the Group's advisors or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Group, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. In connection with the offering of the securities referred to herein, the Group's advisors and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase securities of the Group and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such securities and any other securities of the Group or any related investments and may offer or sell such securities or other investments otherwise than in connection with the offering of the securities referred to herein. The Group's advisors do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so. Regulatory filing PDF file File: Amatheon Agri Holding N.V. _ AD HOC Announcement_Convertible Bond due 2025 |
| Language: | English |
| Company: | Amatheon Agri Holding N.V. |
| Friedrichstrasse 95 | |
| 10117 Berlin | |
| Germany | |
| Phone: | +49 (0)30 5 3000 9023 |
| Fax: | +49 (0)30 5 3000 9020 |
| E-mail: | info@amatheon-agri.com |
| Internet: | www.amatheon-agri.com |
| ISIN: | NL0010273694 |
| Euronext Ticker: | MLAAH |
| AMF Category: | Inside information / Issuer activities (acquisitions, sales...) |
| EQS News ID: | 1161728 |
| End of Announcement | EQS News Service |
1161728 19-Jan-2021 CET/CEST
