HOCHDORF Holding AG

EQS-Adhoc: HOCHDORF Holding AG: Launch of mandatory convertible securities


EQS Group-Ad-hoc: HOCHDORF Holding AG / Key word(s): Capital Increase
HOCHDORF Holding AG: Launch of mandatory convertible securities

13-March-2017 / 07:05 CET/CEST
Release of an ad hoc announcement pursuant to Art. 53 KR
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE
UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA
HOCHDORF Group Press Release: Launch of mandatory convertible securities

Launch of the mandatory convertible securities

Hochdorf, 13 March 2017-HOCHDORF Holding AG launches an offering of mandatory
convertible securities in the amount of CHF 218,490,000 due 2020 to finance, in
part, the acquisition of a majority stake in the Pharmalys Group.

HOCHDORF Holding AG announces today the launch of an offering of mandatory
convertible securities due 2020 in an aggregate amount of CHF 218,490,000, of
which a maximum of CHF 131,005,000 is reserved for the partial financing of the
51% stake in the Pharmalys Group. For this portion of the mandatory convertible
securities, the advance subscription rights of existing shareholders is excluded
in favor of the seller, Amir Mechria. The gross proceeds of CHF 87,485,000 from
the issuance of the remaining mandatory convertible securities for which advance
subscription rights of existing shareholders is granted will be used for general
corporate funding purposes.

The Pharmalys Group is a leading distributor of infant nutrition based on milk
and cereals under its own brands Primalac, Swisslac and Swisslac Cereals. The
products are sold to end consumers in over 40 countries in the Near East, Africa
and Asia. The companies of the Pharmalys Group realized 2016 consolidated sales
of CHF 63.6 million with an operating profit (EBIT) of CHF 14.9 million.

Neue Helvetische Bank is acting as lead manager for the mandatory convertible
securities and our important shareholders, ZMP Invest AG, Luzern, and Innovent
Holding AG, Wollerau, have irrevocably agreed to fully exercise their advance
subscription rights for mandatory convertible securities and to purchase, at the
issue price, all remaining mandatory convertible securities not subscribed for
by existing shareholders in the offering.

 

The main terms and conditions of the mandatory convertible securities are as
follows:

Issuer                                               HOCHDORF Holding AG,
Siedereistrasse 9, CH-6281 Hochdorf ("HOCHDORF")

Lead Manager                                         Neue Helvetische Bank AG

Issue Price                                          100.0%

Interest Amount                                      3.50% per annum of the
principal amount, payable semi-annually in arrears on 30 March and 30 September,
for the first time 30 September 2017

Offering                                             The offering consists of
(i) a public offering of CHF 87,485,000 equivalent of mandatory convertible
securities ("Tranche A MCS") to existing shareholders of the Issuer in
Switzerland and certain other existing shareholders of the Issuer outside of
Switzerland and the United States and (ii) a private placement of CHF
131,005,000 equivalent of MCS ("Tranche B MCS") to Mr. Amir Mechria, in each
case in compliance with applicable securities laws and regulations.

Advance Subscription Rights to Existing Shareholders Existing shareholders of
HOCHDORF receive advance subscription rights in proportion to their shareholding
as of the reference date (13 March 2017) to subscribe for Tranche A MCS
("Rights") during the Rights Exercise Period, subject to compliance with
applicable securities laws and regulations. Rights are excluded with regard to
Tranche B MCS.
                                                     Each holder of 82
Registered Shares is entitled to subscribe to one Tranche A MCS with a nominal
value of CHF 5,000 at the Issue Price.
                                                     Rights will not be listed.

Rights Exercise Period                               14 March 2017 until 28
March 2017, 12:00 (CET)

Commitments                                          ZMP Invest AG, Luzern and
Innovent Holding AG, Wollerau, have irrevocably agreed to exercise Rights
allocated to them in the offering of the Tranche A MCS and purchase at the Issue
Price all remaining Tranche A MCS that are not subscribed for by existing
shareholders via Rights.

Settlement Date and First Day of Trading             30 March 2017

Issue Size                                           CHF 218,490,000

Term, Maturity Date                                  3 years, until 30 March
2020

Principal Amount                                     CHF 5,000 per MCS or a
multiple thereof

Conversion Right                                     At the option of the
holders, the MCS may be converted into Registered Shares at the then prevailing
Conversion Price during the conversion period from 3 January 2018 up to and
including 13 March 2020.
                                                     Fractions in the amount of
more than CHF 10.00 will be compensated in cash.

Accelerated Conversion Events                        Under certain conditions
the MCS may be converted into Registered Shares prior to Maturity Date at the
then prevailing Conversion Price.
                                                     For further information see
the issue and listing prospectus of 10 March 2017.

Mandatory Conversion                                 The MCS will be mandatorily
converted into Registered Shares at the then prevailing Conversion Price on
Maturity Date.

Form                                                 The MCS and all rights in
connection therewith are evidenced in the form of a permanent global certificate
in accordance with Art. 973b CO. Holders of MCS will not have the right to
request printing and physical delivery of individually certificated MCS.

Conversion Price                                     CHF 304.67

Adjustment of Conversion Price                       In accordance with the
terms and conditions of the MCS, inter alia in case of cash distributions such
as dividends or nominal value repayments of more than CHF 4.50 per Registered
Share and annum.

Source of Shares                                     Registered Shares of the
Issuer out of conditional capital

Registered Shares                                    Registered Shares of the
Issuer with a nominal value of CHF 10.00 each

Dividend Entitlement                                 The Registered Shares to be
delivered upon conversion of the MCS will be new Registered Shares with the same
entitlements as the other outstanding Registered Shares (with exceptions).

Paying and Conversion Agent                          Neue Helvetische Bank AG,
Zurich

Swiss Taxation                                       For Swiss tax purposes, the
interest of 3.50% per annum of the principal amount is split into two
components: (i) 1.75% per annum option premium component and (ii) 1.75% per
annum interest component.

Offering and Transfer Restrictions                   United States of America /
U.S. persons, United Kingdom and European Economic Area

Listing                                              Application for provisional
admission to trading on SIX Swiss Exchange as of 30 March 2017 will be made.

Governing Law / Jurisdiction                         Swiss law / Zurich 1,
Switzerland

MCS                                                  Swiss Security No.:
35'275'641 ISIN: CH0352756412 Ticker: HOC17
Registered Shares                                    Swiss Security No.:
2'466'652 ISIN: CH0024666528 Ticker: HOCN
Advance Subscription Rights                          Swiss Security No.:
35'288'516 ISIN: CH0352885161
 

Disclaimer
This document does not constitute an offer to buy or to subscribe for securities
or shares of HOCHDORF Holding AG nor a prospectus within the meaning of Articles
652a or 1156 of the Swiss Code of Obligations or a listing prospectus within the
meaning of the Listing Rules of SIX Swiss Exchange. Investors should make their
decision to buy or exercise securities solely based on the prospectus dated 10
March 2017 which is available free of charge from Neue Helvetische Bank AG,
Zurich, Switzerland (telephone: +41 (0)44 204 56 19; email: prospectus@nhbag.ch)
and HOCHDORF Holding AG (telephone: +41 (0)41 914 65 62, email:
ir@hochdorf.com). Investors are furthermore advised to consult their bank or
financial adviser before making any investment decision.

This document is not for distribution, directly or indirectly, in or into the
United States (including its territories and dependencies, any state of the
United States and the District of Columbia), Canada, Japan, Australia or any
jurisdiction into which the same would be unlawful. The information contained
herein shall not constitute an offer to sell or the solicitation of an offer to
buy the securities or shares of HOCHDORF Holding AG, in any jurisdiction in
which such offer or solicitation would be unlawful prior to registration,
exemption from registration or qualification under the securities laws of any
jurisdiction.

The securities and HOCHDORF Holding AG shares have not been and will not be
registered under the US securities Act of 1933, as amended (the"Securities Act")
or under any securities laws of any state or other jurisdiction of the United
States and may not be offered, sold, taken up, exercised, resold, renounced,
transferred or delivered, directly or indirectly, within the United States
except pursuant to an applicable exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act and in compliance with
any applicable securities laws of any state or other jurisdiction of the United
States. The securities and the HOCHDORF Holding AG shares have not been approved
or disapproved by the US Securities and Exchange Commission, any state's
securities commission in the United States or any US regulatory authority, nor
have any of the foregoing authorities passed upon or endorsed the merits of the
offering of the securities or the accuracy or adequacy of this announcement. Any
representation to the contrary is a criminal offence in the United States.
Subject to certain exceptions, the securities and the HOCHDORF Holding AG shares
are being offered and sold only outside the United States in accordance with
Regulation S under the Securities Act. There will be no public offer of the
securities in the United States.

The information contained herein does not constitute an offer of securities to
the public in the United Kingdom. No prospectus to the public on the securities
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 EEA Member State that has implemented Directive
2003/71/EC (together with 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.

Additional features:


Document:http://n.eqs.com/c/fncls.ssp?u=DBYSAJUSMA
Document title: HOCHDORF: Launch of mandatory convertible securities
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End of ad hoc announcement------------------------------------------------------
--------------------------Information and Explanation of the Issuer to this
News:


The HOCHDORF Group, based in Hochdorf, achieved a consolidated gross sales
revenue of CHF 551.5 million in 2016. It is one of the leading foodstuff
companies in Switzerland, employing 630 staff as of 31.12.2016. Made from
natural ingredients such as milk, wheat germ and oil seeds, 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 90 countries. The shares are
traded on the SIX Swiss Exchange in Zurich (ISIN CH0024666528).

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Language: English

Company:  HOCHDORF Holding AG

          Siedereistrasse 9

          6281 Hochdorf

          Switzerland

Phone:    +41 41 914 65 65

Fax:      +41 41 914 66 66

E-mail:hochdorf@hochdorf.com

Internet: www.hochdorf.com

ISIN:     CH0024666528

Listed:   SIX Swiss Exchange



 

End of Announcement EQS Group News Service

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551473  13-March-2017 CET/CEST
 



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