Ad hoc announcement pursuant to Art. 53 Listing Rules - Information on the placement of almost 2 million registered shares A of Vetropack Holding Ltd
NOT FOR RELEASE, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL
Bülach, September 7, 2021 - Vetropack Holding Ltd has been informed that Cornaz AG-Holding intends to place 1,983,000 registered shares A of Vetropack Holding Ltd by way of an accelerated book building process. A firm commitment has already been made for 800,000 registered shares A. The free float will increase from today 53.1% to presumably 63.1% of the capital.
The offer of 1,183,000 registered shares A of Vetropack Holding Ltd (6.0% of the capital and 2.7% of the votes, respectively) is structured as a private placement to institutional investors in Switzerland and the UK. Additional 800,000 registered shares A are expected to be acquired by Jean-Luc Cornaz as a private person at the same conditions.
Both Cornaz AG-Holding and Jean-Luc Cornaz have committed not to sell any shares of Vetropack Holding Ltd during the next 12 months (lock-up). Thus, they remain stable and long-term oriented shareholders of Vetropack Holding Ltd.
The book building will start immediately. The pricing and allocation of the shares is expected to be completed on September 8, 2021. Zürcher Kantonalbank is acting as sole bookrunner for the transaction and reserves the right to close the books at any time. Information on the outcome of the transaction will be published here after closing.
Background of the transaction: Jean-Luc Cornaz undertakes a reallocation of his shareholding in Cornaz AG-Holding. In this context, Jean-Luc Cornaz will leave the shareholder group and the Board of Directors of Cornaz AG-Holding. In return, he is expected to acquire 800,000 registered shares A of Vetropack Holding Ltd as a private person.
For the purpose of financing the purchase of the shares in Cornaz AG- Holding currently held by Jean-Luc Cornaz and for balance sheet optimization, Cornaz AG-Holding will, in turn, sell a total of 1,983,000 Vetropack registered shares A. As a result of the transaction, the capital and voting interests are expected to change as follows, which will further increase the trading liquidity of the registered shares A:
|Before placement||After placement|
|Shareholder Group Cornaz||46.9%||76.1%||36.9%||71.6%|
|Free Float (public)||53.1%||23.9%||63.1%||28.4%|
|100.0 %||100.0 %||100.0 %||100.0 %|
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This communication constitutes neither an offer to sell nor a solicitation to buy securities referred to in it ("Securities") and it does not constitute a prospectus or a similar notice within the meaning of articles 35 et seqq. or 69 of the Swiss Financial Services Act. The offer and listing of the Securities will be made without the publication of a prospectus in reliance on the exemptions provided in article 36 paragraph 1 letter a and article 38 paragraph 1 letter a of the Financial Services Act.
These materials shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.
In particular, these materials are not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933. The Securities have not been and will not be registered. There will be no public offering of these Securities in the United States.
This communication does not constitute an "offer of securities to the public" within the meaning of Regulation 2017/1129 of the European Union (the "EU Prospectus Regulation") or the EU Prospectus Regulation as it forms part of UK domestic law by virtue of the UK European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") of the Securities in any member state of the European Economic Area (the "EEA") or in the UK. Any offers of the Securities to persons in the EEA or in the UK will be made pursuant to exemptions under the EU Prospectus Regulation and the UK Prospectus Regulation from the requirement to produce a prospectus for offers of the Securities.
In member states of the EEA, this communication is being distributed only to, and is directed only at “qualified investors” within the meaning of Article 2(e) of the EU Prospectus Regulation (“Qualified Investors”).
In the United Kingdom, this communication is being distributed only to, and is directed only at “qualified investors” within the meaning of Article 2(e) of the UK Prospectus Regulation who are also (a) persons 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 (b) high net worth entities, or (c) other persons to whom it may otherwise lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "relevant persons").
Any investment or investment activity to which this communication relates is available only to Qualified Investors in the EEA and to relevant persons in the United Kingdom and will be engaged in only with Qualified Investors in the EEA and with relevant persons in the United Kingdom. Any person who is not a Qualified Investor or a relevant person, as appropriate, should not act or rely on this communication or any of its contents.
This communication expressly or implicitly contains certain forward-looking statements, such as "believe", "assume", "expect", "forecast", "project", "may", "could", "might", "will" or similar expressions concerning Vetropack Holding Ltd and its business, including with respect to the progress, timing and completion of research, development and clinical studies for product candidates. Such statements involve certain known and unknown risks, uncertainties and other factors, which could cause the actual results, financial condition, performance or achievements of Vetropack Holding Ltd to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Vetropack Holding Ltd is providing this communication as of this date and does not undertake to update any forward-looking statements contained herein as a result of new information, future events or otherwise.