Share Issue/Capital Change • May 22, 2017
Share Issue/Capital Change
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NOT FOR DIRECT OR INDIRECT DISTRIBUTION, PUBLICATION OR RELEASE TO OR WITHIN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER COUNTRY OR JURISDICTION WHERE ITS DISSEMINATION WOULD BE CONTRARY TO LAW.
A prospectus was approved by the Belgian Financial Services and Markets Authority on 3 May 2017. The prospectus may be obtained, free of charge, per simple request, by phone call to +32 (0)3 641 97 00. The prospectus is also available on the website of SIPEF (www.sipef.com), subject to certain conditions (i.e. the acceptance of a disclaimer). The prospectus is available in English and in Dutch, and a summary in French has been prepared.
SIPEF announces that in respect of its capital increase with statutory preferential subscription rights of EUR 88.9 million, following the subscription to 94.65% of the 1 627 588 new ordinary shares offered (the New Shares) through the exercise of preferential subscription rights (the Preferential Subscription Rights), the remaining 5.35% of the New Shares will be subscribed to following the completion of the private placement of the Scrips (as defined below) (the Scrips Private Placement).
The New Shares were offered at EUR 54.65 per New Share (the Issue Price) and in accordance with a ratio of 2 New Shares for 11 Preferential Subscription Rights (the Ratio). The 478 885 Preferential Subscription Rights which were not exercised have been converted into an equal number of scrips (the Scrips). The Scrips Private Placement has taken place today. Purchasers of Scrips have irrevocably committed to subscribe to the New Shares at the Issue Price and in accordance with the Ratio.
All Scrips were sold to qualified investors in the Scrips Private Placement.
Ackermans & van Haaren NV decided not to exercise its right of first refusal and not to buy, in priority to all other participants to the Scrips Private Placement, any Scrips at the price which resulted from the accelerated bookbuilding of the Scrips Private Placement.
As a result, the capital increase is fully subscribed: 1 627 588 New Shares have been subscribed for a total consideration of EUR 88.9 million.
Commenting on this success, SIPEF's managing director François Van Hoydonck said: "We are delighted with this result. It is a clear vote of confidence of our shareholders in the SIPEF strategy. We wish to thank everyone for the support given."
The proceeds of the sale of the Scrips are EUR 1.51 per Scrip. Based on the Issue Price and the Ratio, this corresponds to an implied share price of EUR 63 SIPEF expects that this amount shall be available and paid to holders of unexercised Preferential Subscription Rights as from 29 May 2017.
The payment of the Issue Price, the settlement of the capital increase, the delivery and listing of the New Shares on the regulated market of Euronext Brussels is expected to take place on or around 24 May 2017.
Trading of SIPEF's shares was suspended as of the opening of the markets on 22 May 2017 leading up to the publication of the results of the Scrips Private Placement. As the Scrips Private Placement has been successfully completed, lifting of the suspension has been requested.
BNP Paribas Fortis acts as Sole Global Coordinator and Sole Bookrunner. KBC Securities acts as Lead Manager. Degroof Petercam, ING and Delen Private Bank act as Co-Lead Managers.
Any investment in shares involves a high degree of risk. An investor is exposed to the risk to lose all or part of his investment. Before taking a decision to invest, the prospective investors should duly read the entire prospectus. The Prospectus contains a description of the offering and the risk factors. The Prospectus is available on the website of SIPEF (www.sipef.com). The current document is an advertisement and not a prospectus. Any decision to purchase securities to which this document refers should be based solely on the information included in the Prospectus, including its section "Risk factors".
These materials are not for distribution, directly or indirectly, in or into the United States. These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities mentioned 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, except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of securities in the United States.
This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "relevant persons"). Any investment activity to which this communication relates will only be available to and will only be engaged in with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
This communication may be distributed in a member state of the European Economic Area, with the exception of Belgium, which applies Directive 2000/71/EC (this Directive together with any implementing measures in any member state, the "Prospectus Directive") only to those persons who are qualified investors for the purposes of the Prospectus Directive in such member state, and such other persons as this document may be addressed on legal grounds, and no person that is not a relevant person may act or rely on this document or any of its contents.
This announcement and the information contained herein are not for publication, distribution or release in, or into, the United States, Canada, Australia, Japan or South Africa.
Certain statements, beliefs and opinions in this press release are forward-looking, which reflect the Company or, as appropriate, the Company directors' current expectations and projections about future events. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. A multitude of factors including, but not limited to, changes in market prices of products and commodity inputs, geopolitical and economic development risks, risks related to seasonal variability of earnings, risks related to the plantation industry such as quality of seeding, can cause actual events, performance or results to differ significantly from any anticipated development. Forward looking statements contained in this press release regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. As a result, the Company expressly disclaims any obligation or undertaking to release any update or revisions to any forward-looking statements in this press release as a result of any change in expectations or any change in events, conditions, assumptions or circumstances on which these forward-looking statements are based. Neither the Company nor its advisers or representatives nor any of its subsidiary undertakings or any such person's officers or employees guarantees that the assumptions underlying such forward-looking statements are free from errors nor does either accept any responsibility for the future accuracy of the
LISTED SIP
forward-looking statements contained in this press release or the actual occurrence of the forecasted developments. You should not place undue reliance on forward-looking statements, which speak only as of the date of this press release.
The date of listing on Euronext Brussels may be influenced by things such as market conditions. There is no guarantee that such listing will occur and you should not base your financial decisions on the Company's intentions in relation to such listing at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing the entire amount invested. This announcement does not constitute a recommendation concerning the offering. The value of the shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the offering for the person concerned.
Schoten, 22 May 2017
For more information, please contact:
F. Van Hoydonck, managing director (GSM +32 478 92 92 82)
J. Nelis, chief financial officer
Tel.: +32 3 641 97 00 Fax : +32 3 646 57 05
[email protected] www.sipef.com (section "investors")
EURONEXT SIPEF is a Belgian agro-industrial company listed on Euronext Brussels. The company mainly holds majority stakes in tropical businesses, which it manages and operates. The group is geographically diversified, and produces a number of different commodities, principally palm oil. Its investments are largely long-term ventures in developing countries.
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