DGAP-News: Joh. Berenberg, Gossler & Co. KG / Key word(s): Disposal
Not for publication or distribution in the United States of America, Australia, Canada, Japan or South Africa or in any other jurisdiction in which offers or sales would be prohibited by applicable law.
Sale of existing shares in AlzChem Group AG in a private placement to institutional investors
October 17, 2018
LIVIA Corporate Development SE, HDI Vier CE GmbH, and four two na GmbH decided to place existing bearer shares with no par value in AlzChem Group AG (ISIN: DE000A0AHT46, ticker SFP1) corresponding to a total volume between EUR 45m and EUR 60m, representing approximately 20.1% to 26.8% of all outstanding bearer shares, in a private placement to institutional investors. The total offering will be split between the selling shareholders as follows: LIVIA Corporate Development SE approx. 50%, HDI Vier CE GmbH approx. 30%, and four two na GmbH approx. 20%.
The bookbuilding for the placement of the shares with a fixed price offering of EUR 2.20 per share commences immediately. In this context, the offered shares will be entitled to the proposed dividend of EUR 0.11 per share for the short fiscal year 2018. Such dividend will be proposed to AlzChem's shareholders at the Annual General Meeting to be held on November 22, 2018, as already previously announced by AlzChem Group AG.
Depending on the full offering size, the free-float in AlzChem's ordinary bearer shares will increase from approximately 1.2% to between approximately 21.3% and 28.0%.
By way of such placement, the selling shareholders intend to contribute to an increased free float and liquidity of Alzchem Group AG's shares and, thereby, to an increase of the overall shareholder value of AlzChem Group AG. Each of the selling shareholders aims to hold a significant stake in AlzChem in the long-term. The selling shareholders agreed to a 6 months lock-up period.
Berenberg will act as Sole Bookrunner in connection with the placement.
The information was submitted for publication at 8:00 am CEST on October 17, 2018 by Joh. Berenberg, Gossler & Co. KG on behalf of LIVIA Corporate Development SE, HDI Vier CE GmbH, and four two na GmbH.
Disclaimer / Important Note
This publication may not be published, distributed or transmitted, directly or indirectly, in the United States of America (including its territories and possessions), Australia, Canada, Japan or South Africa or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein 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 publication does not constitute an offer of securities for sale or a solicitation of an offer to purchase the above mentioned securities in the United States, Germany or any other jurisdiction. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction.
The securities of AlzChem AG may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The securities of the Company have not been, and will not be, registered under the Securities Act. There will be no public offering of the securities in the United States.
This announcement may not be disseminated in the USA and/or within the USA and may not be distributed or forwarded to publications that are widely available in the USA.
In the United Kingdom, this document is only being distributed to and is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document refers is available only to Relevant Persons and will be engaged in only with Relevant Persons.
In member states of the European Economic Area ("EEA") which have implemented the Prospectus Directive (each, a "Relevant Member State"), this announcement and any offer if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Directive ("Qualified Investors"). For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State. No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.
17.10.2018 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.