NOT FOR RELEASE, PUBLICATION, CIRCULATION OR DISTRIBUTION IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN
Media release to the capital increase of HOCHDORF Group
Hochdorf, 20 October 2014 – HOCHDORF Holding Ltd. executes an authorised capital increase in which subscription rights to existing shareholders are granted by issuing a maximum of 131,529 registered shares. The expected net proceeds will be used for the purchase of 60% of Uckermärker Milch GmbH and 26% in each of Ostmilch Handels GmbH, Ostmilch Handels GmbH & Co. Frischdienst Oberlausitz KG and Ostmilch Handels GmbH & Co. Frischdienst Magdeburg KG as well as to increase the financial flexibility of the company.
The capital increase will be executed at market and is secured by firm commitments of different investors (Commitment Investors). The Commitment Investors have committed themselves to buy up to a maximum of 138’708 new shares potentially not subscribed by existing shareholders. The commitments are in a price range of CHF 130 to CHF 143 per share.
The subscription rights of existing shareholders are granted. Existing shareholders will be allocated one subscription right for each share and 7 subscription rights allow for the subscription of 1 new registered share against payment of the subscription/placement price. There will be no rights trading. Subscription rights not subscribed by shareholders will expire without compensation after the end of the subscription period (expected to be on Friday, 31 October 2014 at 12:00 noon CET).
New shares not taken up by existing shareholders are expected to be offered in a public placement in Switzerland and private placements with institutional investors in certain foreign countries (excluding in particular the USA) on 3 November 2014. The subscription/placement price is expected to be fixed the same day, based on the number of subscription rights exercised, the demand from investors in the placements, the share price of the registered share of HOCHDORF as well as general market conditions and will at least amount to the lower end of the price range of firm commitments of Commitment Investors of CHF 130 and at most CHF 143. The subscription/placement price and the final number of new shares are expected to be published in a media release on 3 November 2014 after close of trading.
Neue Helvetische Bank AG is acting as Lead Manager and Bookrunner for the capital increase.
Expected timetable for the capital increase
|21 October 2014||Last trading day of existing shares including subscription right|
Allocation of subscription rights after close of trading
|22 October 2014||First trading day of existing shares ex-rights|
Start of rights exercise period
|31 October 2014 (12.00 MEZ)||End of rights exercise period|
|3 November 2014||Placement of new shares not taken up in a bookbuilding|
Fixing and publication of subscription/placement price and final number of new shares
|5 November 2014||Capital increase and registration in the commercial register of the Canton of Lucerne|
|6 November 2014||Listing and first trading day of newly issued shares on SIX Swiss Exchange|
|7 November 2014||Delivery of new shares against payment of the subscrition/placement price|
For enquiries and further information:
Marcel Gavillet, CFO, Tel. +41 (0)41 914 65 16, email@example.com
Dr. Christoph Hug, Head of Corporate Communications, Tel. +41 (0)41 914 65 62 / +41 (0)79 859 19 23, firstname.lastname@example.org
The HOCHDORF Group, based in Hochdorf, achieved consolidated gross sales revenue of CHF 376.1 million in 2013. It is one of the leading foodstuff companies in Switzerland, employing 362 staff as of 31.12.13 (338 full-time staff). Made from natural ingredients such as milk and wheat germ, 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 70 countries.
This document is not an offer to sell or a solicitation of offers to purchase or subscribe for shares or pre-emptive rights of HOCHDROF Holding AG. This document does not constitute a prospectus within the meaning of article 652a or article 1156, respectively, of the Swiss Code of Obligations or a listing prospectus pursuant to Articles 27 et seq. of the listing rules of the SIX Swiss Exchange. Investors should make their decision to exercise pre-emptive rights or to buy or to subscribe to shares of HOCHDORF Holding AG solely based on the issue prospectus dated 17 October 2014 which will be available to eligible investors free of charge from Neue Helvetische Bank AG, Zurich, Switzerland (email: email@example.com, telephone: +41 (0)44 204 56 19) and from HOCHDROF Holding AG (email: firstname.lastname@example.org, telephone: +41 (0)41 914 65 65).
This document may contain specific forward-looking statements, e.g. statements including terms like “believe“, “assume“, “expect“, “forecast“, “project“, “may“, “could“, “might“, “will“ or similar expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which 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. Against the background of these uncertainties, you should not rely on forward-looking statements. HOCHDORF Holding AG does not assume any responsibility to prepare or disseminate any supplement, amendment, update or revision to any of the information, opinions or forward-looking statements contained in this document or to adapt them to any change in events, conditions or circumstances.
This communication is not for distribution in the United States, Canada, Australia or Japan and it does not constitute an offer or invitation to subscribe for or to purchase any securities in such countries or in any other jurisdiction. In particular, this document and the information contained herein is not for publication or distribution into the United States of America and should not be distributed or otherwise transmitted into the United States or to U.S. persons (as defined in the U.S. Securities Act of 1933, as amended (the "Securities Act")) or publications with a general circulation in the United States. The securities referred to herein have not been and will not be registered under the Securities Act, or the laws of any state and may not be offered or sold in the United States of America absent registration or an exemption from registration under Securities Act. There will be no public offering of the securities in the United States of America.
This communication 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 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 per-sons together being referred to as "relevant persons").
This communication does not constitute an "offer of securities to the public" within the meaning of Directive 2003/71/EC of the European Union (the "Prospectus Directive") of the securities referred to in it (the "Securities") in any member state of the European Economic Area (the "EEA"). Any offers of the Securities to persons in the EEA will be made pursuant to an exemption under the Prospectus Directive, as implemented in member states of the EEA, from the requirement to produce a prospec-tus for offers of the Securities.