Senvion S.A. / Key word(s): Capital Increase
NOT FOR DIRECT OR INDIRECT PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA AND JAPAN OR ANY JURISDICTION IN WHICH OFFERS OR SALES OF THE SECURITIES WOULD BE PROHIBITED BY APPLICABLE LAW.
Senvion S.A. launches cash capital increase through accelerated bookbuilding
Luxembourg, August 14, 2018. The management board of Senvion S.A. ("Senvion") resolved today, with the approval of the company's supervisory board, to carry out a capital increase for cash, under exclusion of shareholders' pre-emptive rights. Utilizing the authorized capital as passed by Senvion's shareholders' meeting on March 3, 2016 in part, Senvion will increase its share capital by an aggregate number of ordinary shares, each with a nominal value (valeur nominale) of EUR 0.01, yielding gross proceeds of approximately EUR 62,500,000. The placement will be launched immediately and is expected to close before markets open tomorrow, subject to acceleration or extension.
The new shares will be offered exclusively to institutional investors by way of an accelerated bookbuilding. Joh. Berenberg, Gossler & Co. is acting as Sole Bookrunner in connection with the EUR 62.5 million placement and has guaranteed, subject to certain conditions, the placement of new shares yielding gross proceeds of EUR 25 million by way of a backstop obligation. Senvion's major shareholders, CCP II Acquisition Luxco S.à r.l. and CCP III Acquisition Luxco S.à r.l., affiliates of funds managed by Centerbridge Partners, L.P., have agreed, subject to certain conditions, to purchase new shares in the Offering yielding gross proceeds of EUR 37.5 million at the placement price.
The new shares are expected to be included in the existing quotation on the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange as from August 20, 2018. Delivery of the new shares to investors is expected to occur on August 20, 2018.
Senvion intends to use the net proceeds of the placing for growth investments, in particular to fund its expansion in new markets, such as India, by providing working capital and funding capital expenditures or such as Chile/Argentina and Australia, by investments in local mobile factories and for general corporate purposes.
The Company has agreed a three-month lock-up with the underwriting bank subject to customary exceptions.
Senvion Investor Relations contact (Notifying Person):
The information contained in this announcement is for information purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement does not contain or constitute or form part of, and should not be construed as, an offer or invitation to sell, or the solicitation of an offer to buy or subscribe for, any securities.
The distribution of this announcement and the offer and sale of the securities referred to herein may be restricted by law in certain jurisdictions and persons reading this announcement 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 for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada or Japan or in any jurisdiction in which offers or sales of the securities referred to herein would be prohibited by applicable laws. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the laws of any state within the United States or under the applicable securities laws of Australia, Canada or Japan, and may not be offered or sold in the United States, unless registered under the Securities Act or offered and sold in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. The securities referred to herein are being offered and sold only outside the United States in "offshore transactions" as defined in and in accordance with Regulation S under the Securities Act. Subject to certain exceptions, the securities 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 offer of the securities referred to herein in the United States, Australia, Canada or Japan.
MiFID II professionals/ECPs-only/No PRIIPs KID - Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in the European Economic Area (the "EEA").
The offer referred to herein when made in member states of the EEA which have implemented the Prospectus Directive (each, a "Relevant Member State"), is only addressed to and directed at persons who are "qualified investors" (as defined in the Prospectus Directive (the "Qualified Investors")). For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive), and includes any relevant implementing measure in the relevant member state and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.
In the United Kingdom, this announcement is directed only at, Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) who fall within Article 49(2)(a) to (d) of the Order, and (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not Relevant Persons, and (ii) in any member state of the EEA other than the United Kingdom, by persons who are not Qualified Investors.
Tel: +352 26 00 5285
|46a, avenue John F. Kennedy|
|Phone:||+352 26 00 5305|
|Fax:||+352 26 00 5301|
|ISIN:||LU1377527517, XS1223808749, XS1223809390|
|Listed:||Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Munich, Stuttgart, Tradegate Exchange; Dublin, Luxembourg Stock Exchange|
|End of Announcement||DGAP News Service|