Successful rights issue of Bell Food Group: 99.15% of the subscription rights for new registered shares have been exercised
06.06.2018, Ad hoc announcement pursuant to Art. 53 LR, Switzerland
The exercise period for the new registered shares of Bell Food Group AG («Bell Food Group») in the context of the ordinary capital increase ended today, 12:00pm noon (CEST). In total, 2,285,712 new registered shares were offered to existing shareholders of Bell Food Group, whereby seven rights granted the holder thereof the right to purchase four new shares at the offer price of CHF 268.00 each.
At expiration of the exercise period, subscription rights for 2,266,188 new registered shares were exercised, representing approximately 99.15% of the new registered shares. The 19,524 shares, for which the subscription right was not exercised within the exercise period, will be sold in the market.
As previously announced, Coop has fully exercised its allocated subscription rights and will, upon completion of the capital increase, own a total of 4,166,796 shares of Bell Food Group, which corresponds to an unchanged stake of 66.29%. The capital raise will lead to an increase in Bell Food Group's share capital by CHF 1,142,856 to CHF 3,142,856, divided into 6,285,712 registered shares with a nominal value of CHF 0.50 each. The first trading day of the new registered shares on SIX is expected to be on 8 June 2018. Settlement and delivery of the new shares against payment of the offer price is also planned to take place on 8 June 2018.
Upon completion of the capital increase, Bell Food Group will receive gross proceeds of CHF 612.6 million which will be used to refinance the acquisition of Hügli Holding Aktiengesellschaft, to continue the previously announced strategic investment program in Swiss production facilities and to make further growth investments in the convenience segment.
About Bell Food Group
The Bell Food Group is one of the leading meat processors and convenience specialists in Europe. Its range of products includes meat, poultry, charcuterie, seafood, convenience products and salads. With the brands Bell, Hilcona and Eisberg, the Group meets a diversity of customer needs. Its customers include the retail trade as well as the food service sector and the food processing industry. More than 10,000 employees generated revenues of CHF 3.6 billion in 2017. The Bell Food Group is listed on the Swiss stock exchange.
Disclaimer
This publication shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities referred to herein 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. This document is not for publication or distribution in the United States of America, Canada, Australia or Japan and it does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States of America or to U.S. persons (as defined in the U.S. Securities Act of 1933, as amended (the "Securities Act")) or to publications with a general circulation in the United States. This document does not constitute an offer or invitation to subscribe for or to purchase any securities in the United States of America. 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 under or an exemption from registration under Securities Act. There will be no public offering of the securities in the United States of America.
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 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 persons together being referred to as "relevant persons"). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
Any offer of securities to the public that may be deemed to be made pursuant to this communication in any member state of the European Economic Area (each an "EEA Member State") that has implemented Directive 2003/71/EC (together with the 2010 PD Amending Directive 2010/73/EU, including any applicable implementing measures in any Member State, the "Prospectus Directive") is only addressed to qualified investors in that Member State within the meaning of the Prospectus Directive.
This publication 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 Bell Food Group and those explicitly or implicitly presumed in these statements. Bell Food Group cautions readers that a number of factors could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements made by Bell Food Group or on Bell Food Group's behalf. These factors include, but are not limited to: (1) the ability to successfully consummate the acquisition of Hügli Holding Aktiengesellschaft and realize expected synergies, and (2) other risks and uncertainties inherent in the business of Bell Food Group and Hügli Holding Aktiengesellschaft. Against the background of these uncertainties, readers should not rely on forward-looking statements. Bell Food Group assumes no responsibility to update forward-looking statements or to adapt them to future events or developments.
This publication constitutes neither an offer to sell nor a solicitation to buy securities of the Company and it does not constitute a prospectus within the meaning of article 652a and/or 1156 of the Swiss Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange. The offer is made solely by means of, and on the basis of, the offering circular and listing prospectus dated 24 May 2018. An investment decision regarding the publicly offered securities of the Company should only be made on the basis of such offering circular and listing prospectus. The offering circular and listing prospectus was published on 24 May 2018 and is available free of charge from Bell Food Group, Media Relations, Email: media@bellfoodgroup.com / telephone +41 58 326 30 30.
