SIG Combibloc Group AG: SIG announces the exercise of the full over-allotment option Montag, 08. Oktober 2018 - 17:45

08.10.2018 / 17:45

Press Release

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SIG announces the exercise of the full over-allotment option

Neuhausen, Switzerland, October 8, 2018. SIG Combibloc Group ("SIG" or the
"Company", ticker symbol: SIGN), a leading provider of aseptic carton
packaging solutions for the food and beverage industry, announced today that
the Joint Global Coordinators, acting on behalf of the syndicate banks, have
fully exercised the over-allotment option on 19,800,000 existing shares
granted in connection with its Initial Public Offering (the "IPO") at the
offer price of CHF 11.25 per share.

On September 28, 2018, the shares of SIG were listed and admitted to trading
on SIX Swiss Exchange. The Joint Global Coordinators, acting on behalf of
the syndicate banks, have today exercised in full the over-allotment option
to purchase 19,800,000 existing shares at CHF 11.25 per share, representing
15% of the 132,000,000 shares offered in the base offering of the IPO.
Including the shares placed in connection with the over-allotment option, a
total of 151,800,000 shares have been sold in the IPO, whereof 105,000,000
shares are new shares and 46,800,000 are existing shares. The total
placement volume amounts to CHF 1,708 million.

Affiliates of Onex Corporation (TSX:ONEX) and certain members of management
(the "Selling Shareholders") will hold approximately 53% and the free float
will be approximately 47%.

The Company has committed to not issuing new shares during a lock-up period
of 180 days from the first day of trading. Members of the Group Executive
Board and certain other managers have agreed not to sell shares during a
lock-up period of 360 days, and the other Selling Shareholders (excluding
the members of the Group Executive Board and certain other managers) have
committed to a lock-up period of 180 days from September 28, 2018, all
subject to customary exceptions.

BofA Merrill Lynch, Credit Suisse and Goldman Sachs International are acting
as Joint Global Coordinators and Joint Bookrunners for the IPO. Barclays,
Citigroup, Morgan Stanley and UBS Investment Bank are acting as Joint
Bookrunners, while UniCredit Bank AG and Vontobel are acting as Co-Lead
Managers. Rothschild & Co. is acting as independent financial adviser to SIG
on the IPO.
Investor contact:

Jennifer Gough +41 52 674 6508
Director Investor Relations
SIG Combibloc Group AG
Neuhausen am Rheinfall, Switzerland
jennifer.gough@sig.biz

Media contacts:

Brunswick Group
Charlie Pretzlik +44 20 7396 7436
cpretzlik@brunswickgroup.com
Sabine Morgenthal +49 69 2400 5517
smorgenthal@brunswickgroup.com

Lemongrass Communications
Andreas Hildenbrand +41 44 202 5238
andreas.hildenbrand@lemongrass.agency

About SIG
SIG is a leading systems and solutions provider for aseptic carton
packaging. We work in partnership with our customers to bring food and
beverage products to consumers around the world in a safe, sustainable and
affordable way. Our unique technology and outstanding innovation capacity
enable us to provide our customers with end-to-end solutions for
differentiated products, smarter factories and connected packs, all to
address the ever-changing needs of consumers.

Founded 1853, SIG is headquartered in Neuhausen, Switzerland. The skills and
experience of our 5,000-plus employees worldwide enable us to respond
quickly and effectively to the needs of our customers in over 60 countries.
In 2017, SIG produced approximately 34 billion carton packs and generated
EUR1.7 billion in revenue. For more information, visit www.sig.biz.


DISCLAIMER

The contents of this announcement have been prepared by and are the sole
responsibility of SIG Combibloc Group ("SIG" or the "Company").

The information contained in this announcement is for background purposes
only and does not purport to be full or complete. No reliance may be placed
by any person for any purpose on the information contained in this
announcement or its accuracy, fairness or completeness.

This announcement is not for publication or distribution, directly or
indirectly, in or into the United States or any other jurisdiction in
violation of the relevant laws of such jurisdiction. The distribution of
this announcement may be restricted by law in certain jurisdictions and
persons into whose possession any announcement or other information referred
to herein comes should inform themselves about and observe any such
restriction. Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.

This announcement is not and does not contain or constitute an offer to sell
or a solicitation of offers to purchase or subscribe for shares of the
Company to any person in the United States, Australia, Canada or Japan or in
any jurisdiction to whom or in which such offer or solicitation is unlawful.
The shares referred to herein may not be offered or sold in the United
States unless registered under the US Securities Act of 1933, as amended
(the "Securities Act"), or offered in a transaction exempt from, or not
subject to, the registration requirements of the Securities Act. The offer
and sale of shares referred to herein have not been and will not be
registered under the Securities Act or under the applicable securities laws
of Australia, Canada or Japan. Subject to certain exceptions, the shares
referred to herein may not be offered or sold in Australia, Canada or Japan
or to, or for the account or benefit of, any national, resident or citizen
of Australia, Canada or Japan. There will be no public offering of the
shares in the United States of America, Australia, Canada or Japan.

This announcement is not a prospectus within the meaning of Article 652a of
the Swiss Code of Obligations, nor is it a listing prospectus as defined in
the listing rules of the SIX Swiss Exchange AG or a prospectus under any
other applicable laws. Investors should not subscribe for or purchase any
shares referred to in this announcement except on the basis of information
in any prospectus (and any supplement(s) thereto) which may be published by
the Company in due course for such purpose. Copies of the offering and
listing memorandum (and any supplements thereto) will, following
publication, be available free of charge from Credit Suisse AG, Zurich,
Switzerland (email: equity.prospectus@credit-suisse.com) and from the
Company's registered office (email: investor.relations@sig.biz). This
announcement does not constitute a recommendation regarding the shares
referred to herein.

The information contained herein does not constitute an offer of securities
to the public in the United Kingdom. No prospectus offering securities to
the public will be published in the United Kingdom. This announcement 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 "FSMA Order") or (iii) persons falling
within Articles 49(2)(a) to (d), "high net worth companies, unincorporated
associations, etc." of the FSMA Order, or (iv) persons to whom an invitation
or inducement to engage in investment activity within the meaning of Section
21 of the Financial Services and Markets Act 2000 may otherwise be lawfully
communicated or caused to be communicated (all such persons together being
referred to as "relevant persons"). The shares referred to herein are only
available to, and any invitation, offer or agreement to subscribe, purchase
or otherwise acquire such shares will be engaged in only with, relevant
persons. Any person who is not a relevant person should not act or rely on
this announcement or any of its contents.

In member states of the European Economic Area ("EEA") (each, a "Relevant
Member State"), this announcement and any offer if made subsequently is
directed only at persons who are "qualified investors" within the meaning of
the Prospectus Directive. For these purposes, the expression "Prospectus
Directive" means Directive 2003/71/EC (and amendments thereto, including the
2010 PD Amending Directive, to the extent implemented in a Relevant Member
State), and includes any relevant implementing measure in the Relevant
Member State and the expression "2010 PD Amending Directive" means Directive
2010/73/EU.

This announcement may contain statements that are, or may be deemed to be,
"forward-looking statements", e.g., statements including terms like
"believe", "assume", "expect", "forecast", "project", "may", "could",
"might", "intend", "will" or similar expressions. Such forward-looking
statements are subject to known and unknown risks, uncertainties and other
factors that may result in a substantial divergence between the actual
results, financial situation, development or performance of the Company and
those explicitly or implicitly presumed in these statements. Any
forward-looking statements reflect the Company's current view 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. Forward-looking statements speak only as of the date they are
made. Against the background of these uncertainties, readers should not rely
on forward-looking statements. Each of the Company and the Managers (as
defined below) assumes no responsibility and expressly disclaims any
obligation or undertaking to up-date forward-looking statements or to adapt
them to future events or developments.

Acquiring investments to which this announcement relates may expose an
investor to a significant risk of losing all of the amount invested. Persons
considering making such investments should consult an authorised person
specialising in advising on such investments. This announcement does not
constitute a recommendation concerning the IPO. The value of shares can
decrease as well as increase. Potential investors should consult a
professional advisor as to the suitability of the IPO for the person
concerned.

Credit Suisse AG, Goldman Sachs International, Merrill Lynch International,
Barclays Bank PLC, Citigroup Global Markets Limited, Morgan Stanley & Co.
International plc, UBS AG, UniCredit Bank AG and Bank Vontobel AG (together,
the "Managers") are acting exclusively for the Company and no-one else in
connection with the IPO. They will not regard any other person as their
respective clients in relation to the IPO and will not be responsible to
anyone other than Company for providing the protections afforded to their
respective clients, nor for providing advice in relation to the IPO, the
contents of this announcement or any transaction, arrangement or other
matter referred to herein.

In connection with the IPO, the Managers and any of their affiliates, may
take up a portion of the shares in the IPO as a principal position and in
that capacity may retain, purchase, sell, offer to sell for their own
accounts such shares and other securities of the Company or related
investments in connection with the IPO or otherwise. Accordingly, references
in the final prospectus to the shares being issued, offered, subscribed,
acquired, placed or otherwise dealt in should be read as including any issue
or offer to, or subscription, acquisition, placing or dealing by the
Managers and any of their affiliates acting in such capacity. In addition,
the Managers and any of their affiliates may enter into financing
arrangements (including swaps or contracts for differences) with investors
in connection with which the Managers and any of their affiliates may from
time to time acquire, hold or dispose of shares. The Managers 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.

None of the Managers, or any of their respective affiliates or its or 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
Company, its subsidiaries or associated companies, 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.

For the avoidance of doubt, Credit Suisse AG does not make any
representation or warranty that it intends to accept or be bound to any of
the information contained herein nor shall it be obliged to enter into any
further discussions or negotiations pursuant thereto, but shall be entitled
in its absolute discretion to act in any way that it sees fit in connection
with the potential transaction. Any discussions, negotiations or other
communications that may be entered into, whether in connection with this
document or otherwise, shall be conducted subject to contract. No
representation or warranty expressly or implicitly, is or will be made as
to, or in relation to, and no responsibility or liability is or will be
accepted by Credit Suisse AG or any of its respective officers, employees or
agents as to or in relation to the accuracy or completeness of this
document, publicly available information regarding SIG, or any other written
or oral information made available to any interested party or its advisors
and any liability therefore, whether in contract, tort or otherwise, is
hereby expressly disclaimed.

Credit Suisse AG is acting on behalf of SIG and the Selling Shareholders,
and no one else in connection with the securities referred to herein and
will not be responsible to any other person for providing the protections
afforded to clients of Credit Suisse AG or for providing advice in relation
to the securities referred to herein.

Information to Distributors: Solely for the purposes of the product
governance requirements contained within: (a) EU Directive 2014/65/EU on
markets in financial instruments, as amended ("MiFID II"); (b) Articles 9
and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID
II; and (c) local implementing measures (together, the "MiFID II Product
Governance Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer" (for the
purposes of the MiFID II Product Governance Requirements) may otherwise have
with respect thereto, the offered securities referred to herein have been
subject to a product approval process, which has determined that the offered
securities are: (i) compatible with an end target market of retail investors
and investors who meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, Distributors should note that: the price of the offered
securities may decline and investors could lose all or part of their
investment; the offered securities offer no guaranteed income and no capital
protection; and an investment in the offered securities is compatible only
with investors who do not need a guaranteed income or capital protection,
who (either alone or in conjunction with an appropriate financial or other
advisor) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without prejudice
to the requirements of any contractual, legal or regulatory selling
restrictions in relation to the IPO. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, the Joint Global Coordinators
will only procure investors who meet the criteria of professional clients
and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever
with respect to the offered securities.

Each distributor is responsible for undertaking its own target market
assessment in respect of the offered securities and determining appropriate
distribution channels.


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Issuer: SIG Combibloc Group AG
Key word(s): Finance

End of Corporate News

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