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HOCHDORF Holding AG: Launch of mandatory convertible securities Montag, 13. März 2017 - 07:07
HOCHDORF Holding AG / Key word(s): Capital Increase
HOCHDORF Holding AG: Launch of mandatory convertible securities
13-March-2017 / 07:05 CET/CEST
Release of an ad hoc announcement pursuant to Art. 53 KR
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA
HOCHDORF Group Press Release: Launch of mandatory convertible securities
Launch of the mandatory convertible securities
Hochdorf, 13 March 2017 - HOCHDORF Holding AG launches an offering of
mandatory convertible securities in the amount of CHF 218,490,000 due 2020
to finance, in part, the acquisition of a majority stake in the Pharmalys
Group.
HOCHDORF Holding AG announces today the launch of an offering of mandatory
convertible securities due 2020 in an aggregate amount of CHF 218,490,000,
of which a maximum of CHF 131,005,000 is reserved for the partial financing
of the 51% stake in the Pharmalys Group. For this portion of the mandatory
convertible securities, the advance subscription rights of existing
shareholders is excluded in favor of the seller, Amir Mechria. The gross
proceeds of CHF 87,485,000 from the issuance of the remaining mandatory
convertible securities for which advance subscription rights of existing
shareholders is granted will be used for general corporate funding
purposes.
The Pharmalys Group is a leading distributor of infant nutrition based on
milk and cereals under its own brands Primalac, Swisslac and Swisslac
Cereals. The products are sold to end consumers in over 40 countries in the
Near East, Africa and Asia. The companies of the Pharmalys Group realized
2016 consolidated sales of CHF 63.6 million with an operating profit (EBIT)
of CHF 14.9 million.
Neue Helvetische Bank is acting as lead manager for the mandatory
convertible securities and our important shareholders, ZMP Invest AG,
Luzern, and Innovent Holding AG, Wollerau, have irrevocably agreed to fully
exercise their advance subscription rights for mandatory convertible
securities and to purchase, at the issue price, all remaining mandatory
convertible securities not subscribed for by existing shareholders in the
offering.
The main terms and conditions of the mandatory convertible securities are
as follows:
<pre>
Issuer HOCHDORF Holding AG, Siedereistrasse
9, CH-6281 Hochdorf ("HOCHDORF")
Lead Manager Neue Helvetische Bank AG
Issue Price 100.0%
Interest Amount 3.50% per annum of the principal
amount, payable semi-annually in
arrears on 30 March and 30 September,
for the first time 30 September 2017
Offering The offering consists of (i) a public
offering of CHF 87,485,000 equivalent
of mandatory convertible securities
("Tranche A MCS") to existing
shareholders of the Issuer in
Switzerland and certain other existing
shareholders of the Issuer outside of
Switzerland and the United States and
(ii) a private placement of CHF
131,005,000 equivalent of MCS
("Tranche B MCS") to Mr. Amir Mechria,
in each case in compliance with
applicable securities laws and
regulations.
Advance Subscription Rights to Existing shareholders of HOCHDORF
Existing Shareholders receive advance subscription rights in
proportion to their shareholding as of
the reference date (13 March 2017) to
subscribe for Tranche A MCS ("Rights")
during the Rights Exercise Period,
subject to compliance with applicable
securities laws and regulations.
Rights are excluded with regard to
Tranche B MCS.
Each holder of 82 Registered Shares is
entitled to subscribe to one Tranche A
MCS with a nominal value of CHF 5,000
at the Issue Price.
Rights will not be listed.
Rights Exercise Period 14 March 2017 until 28 March 2017,
12:00 (CET)
Commitments ZMP Invest AG, Luzern and Innovent
Holding AG, Wollerau, have irrevocably
agreed to exercise Rights allocated to
them in the offering of the Tranche A
MCS and purchase at the Issue Price
all remaining Tranche A MCS that are
not subscribed for by existing
shareholders via Rights.
Settlement Date and First Day of 30 March 2017
Trading
Issue Size CHF 218,490,000
Term, Maturity Date 3 years, until 30 March 2020
Principal Amount CHF 5,000 per MCS or a multiple
thereof
Conversion Right At the option of the holders, the MCS
may be converted into Registered
Shares at the then prevailing
Conversion Price during the conversion
period from 3 January 2018 up to and
including 13 March 2020.
Fractions in the amount of more than
CHF 10.00 will be compensated in cash.
Accelerated Conversion Events Under certain conditions the MCS may
be converted into Registered Shares
prior to Maturity Date at the then
prevailing Conversion Price.
For further information see the issue
and listing prospectus of 10 March
2017.
Mandatory Conversion The MCS will be mandatorily converted
into Registered Shares at the then
prevailing Conversion Price on
Maturity Date.
Form The MCS and all rights in connection
therewith are evidenced in the form of
a permanent global certificate in
accordance with Art. 973b CO. Holders
of MCS will not have the right to
request printing and physical delivery
of individually certificated MCS.
Conversion Price CHF 304.67
Adjustment of Conversion Price In accordance with the terms and
conditions of the MCS, inter alia in
case of cash distributions such as
dividends or nominal value repayments
of more than CHF 4.50 per Registered
Share and annum.
Source of Shares Registered Shares of the Issuer out of
conditional capital
Registered Shares Registered Shares of the Issuer with a
nominal value of CHF 10.00 each
Dividend Entitlement The Registered Shares to be delivered
upon conversion of the MCS will be new
Registered Shares with the same
entitlements as the other outstanding
Registered Shares (with exceptions).
Paying and Conversion Agent Neue Helvetische Bank AG, Zurich
Swiss Taxation For Swiss tax purposes, the interest
of 3.50% per annum of the principal
amount is split into two components:
(i) 1.75% per annum option premium
component and (ii) 1.75% per annum
interest component.
Offering and Transfer Restrictions United States of America / U.S.
persons, United Kingdom and European
Economic Area
Listing Application for provisional admission
to trading on SIX Swiss Exchange as of
30 March 2017 will be made.
Governing Law / Jurisdiction Swiss law / Zurich 1, Switzerland
MCS Swiss Security No.: 35'275'641 ISIN:
Registered Shares CH0352756412 Ticker: HOC17
Advance Subscription Rights Swiss Security No.: 2'466'652 ISIN:
CH0024666528 Ticker: HOCN
Swiss Security No.: 35'288'516 ISIN:
CH0352885161
</pre>
Disclaimer
This document does not constitute an offer to buy or to subscribe for
securities or shares of HOCHDORF Holding AG nor a prospectus within the
meaning of Articles 652a or 1156 of the Swiss Code of Obligations or a
listing prospectus within the meaning of the Listing Rules of SIX Swiss
Exchange. Investors should make their decision to buy or exercise
securities solely based on the prospectus dated 10 March 2017 which is
available free of charge from Neue Helvetische Bank AG, Zurich, Switzerland
(telephone: +41 (0)44 204 56 19; email: prospectus@nhbag.ch) and HOCHDORF
Holding AG (telephone: +41 (0)41 914 65 62, email: ir@hochdorf.com).
Investors are furthermore advised to consult their bank or financial
adviser before making any investment decision.
This document is not for distribution, directly or indirectly, in or into
the United States (including its territories and dependencies, any state of
the United States and the District of Columbia), Canada, Japan, Australia
or any jurisdiction into which the same would be unlawful. The information
contained herein shall not constitute an offer to sell or the solicitation
of an offer to buy the securities or shares of HOCHDORF Holding AG, in any
jurisdiction in which such offer or solicitation would be unlawful prior to
registration, exemption from registration or qualification under the
securities laws of any jurisdiction.
The securities and HOCHDORF Holding AG shares have not been and will not be
registered under the US securities Act of 1933, as amended (the "Securities
Act") or under any securities laws of any state or other jurisdiction of
the United States and may not be offered, sold, taken up, exercised,
resold, renounced, transferred or delivered, directly or indirectly, within
the United States except pursuant to an applicable exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act and in compliance with any applicable securities laws of any state or
other jurisdiction of the United States. The securities and the HOCHDORF
Holding AG shares have not been approved or disapproved by the US
Securities and Exchange Commission, any state's securities commission in
the United States or any US regulatory authority, nor have any of the
foregoing authorities passed upon or endorsed the merits of the offering of
the securities or the accuracy or adequacy of this announcement. Any
representation to the contrary is a criminal offence in the United States.
Subject to certain exceptions, the securities and the HOCHDORF Holding AG
shares are being offered and sold only outside the United States in
accordance with Regulation S under the Securities Act. There will be no
public offer of the securities in the United States.
The information contained herein does not constitute an offer of securities
to the public in the United Kingdom. No prospectus to the public on the
securities will be published in the United Kingdom. This document is only
being distributed to and is only directed at (i) persons who are outside
the United Kingdom or (ii) to investment professionals falling within
article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and
other persons to whom it may lawfully be communicated, falling within
article 49(2)(a) to (d) of the Order (all such persons together being
referred to as "relevant persons"). The securities 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 document
or any of its contents.
Any offer of securities to the public that may be deemed to be made
pursuant to this communication in any EEA Member State that has implemented
Directive 2003/71/EC (together with any applicable implementing measures in
any Member State, the "Prospectus Directive") is only addressed to
qualified investors in that Member State within the meaning of the
Prospectus Directive.
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End of ad hoc announcement
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Information and Explanation of the Issuer to this News:
The HOCHDORF Group, based in Hochdorf, achieved a consolidated gross sales
revenue of CHF 551.5 million in 2016. It is one of the leading foodstuff
companies in Switzerland, employing 630 staff as of 31.12.2016. Made from
natural ingredients such as milk, wheat germ and oil seeds, HOCHDORF
products have been contributing to our health and wellbeing since 1895 -
from babies to senior citizens. Its customers include the food industry and
the wholesale and retail sectors. Its products are sold in over 90
countries. The shares are traded on the SIX Swiss Exchange in Zurich (ISIN
CH0024666528).
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