EQS-Adhoc: Cicor announces details of planned mandatory convertible bond issue
Bronschhofen, December 22, 2021 - Cicor Group (SIX Swiss Exchange: CICN) announces the terms and conditions for a proposed five-year non-interest-bearing mandatory convertible bond (MCB) in the amount of up to around CHF 60 million, fully guaranteed by One Equity Partners (OEP).
At the Extraordinary General Meeting of Cicor Technologies Ltd, Boudry, (hereinafter "Cicor" or "Cicor Group" or "Company") held on December 16, 2021, the creation of conditional capital for the issuance of a mandatory convertible bond was approved. The Company now plans to issue the mandatory convertible bond according to the following terms and conditions: On January 3, 2022, existing shareholders will receive one preferential subscription right per existing share to subscribe for parts of the mandatory convertible bond, which can be traded on the SIX Swiss Exchange from January 3 to January 11, 2022. 51 preferential subscription rights entitle the holder to subscribe for one bond with a nominal value of CHF 1,000 until 12 noon on January 13, 2022. OEP has committed to Cicor to firmly underwrite the mandatory convertible bond to the extent that the preferential subscription rights of the other shareholders are not exercised. OEP will already acquire a stake in the issued mandatory convertible bond corresponding to its shareholding upon completion of the offer, but at least such a stake that ensures that the nominal amount of the mandatory convertible bond will amount to at least CHF 20 million upon completion. The Board of Directors will decide on the remaining issuance of bonds up to the total issue amount of approximately CHF 60 million to OEP within the next 12 months, during which time OEP has committed to the takeover, depending on the financing needs of the Company. The net proceeds of the offering will increase Cicor's financial flexibility and strengthen its balance sheet in connection with future acquisitions.
Terms and conditions of the bond
CHF 60,188,000 (denomination CHF 1,000)
CHF 47.50 (initial)
January 21, 2022
January 21, 2027
Number of shares backed
100%, i.e. CHF 1,000 per share of mandatory convertible bond
Preferential subscription rights
1 registered share Cicor results in 1 preferential subscription right
Trade in preferential subscription rights
Yes (for terms see below)
The conversion ratio is calculated as follows: CHF 1,000, or a multiple of CHF 1,000, divided by the then applicable conversion price (fractions are not paid).
Optional conversion (at the request of mandatory convertible bondholders)
At any time during the period beginning on (and including) the date that is 730 days after the date of payment and ending on the tenth trading day prior to the date of expiration.
Mandatory conversion at maturity (redemption)
Provided that no early conversion or redemption has taken place, each mandatory convertible bond will be converted on January 21, 2027 (expiry), in accordance with the conversion ratio into a number of registered shares of Cicor
Valor / ISIN Cicor registered share
870219 / CH0008702190
Valor / ISIN Preferential subscription right
113 453 045 / CH1134530455
Valor / ISIN MCB
115 513 583 / CH1155135838
December 22, 2021??????????????? Publication prospectus January 3, 2022 ????????????????????? Preferential subscription rights ex-date ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ??? Start of preferential subscription period ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? Start of trading in preferential subscription rights January 11, 2022 ??????????????????? End of trading in preferential subscription rights January 13, 2022, 12 a.m. ???? End of preferential subscription period January 14, 2022 ??????????????????? Announcement of final issue size January 20, 2022 ??????????????????? First provisional trading day of the mandatory convertible bond January 21, 2022 ??????????????????? Settlement and delivery of the mandatory convertible bond Further details can be found in the prospectus, which is available at https://www.cicor.com/mcb ?and can be ordered by e-mail at email@example.com. Z?rcher Kantonalbank is acting as paying and conversion agent as well as selling agent and listing agent for the issue.
Contact Daniel Frutig Chairman of the Board of Directors Tel. +41 71 913 73 00?? ? Email: firstname.lastname@example.org
Alexander Hagemann CEO Tel. +41 71 913 73 00 Email: email@example.com
Cicor Management AG Gebenloostrasse 15 9552 Bronschhofen Switzerland
The Cicor Group is a globally active development and manufacturing partner with innovative technology solutions for the electronics industry. With about 2200 employees at eleven production sites, Cicor offers highly complex printed circuit boards, hybrid circuits and printed electronics as well as comprehensive electronic manufacturing services (EMS) including microelectronic assembly and plastic injection molding. Cicor sup-plies customized products and services from design to the finished product from one source. The shares of Cicor Technologies Ltd. are listed on the SIX Swiss Exchange (CICN). For further information please visit the website www.cicor.com.
This publication constitutes neither an offer to sell nor a solicitation to buy securities of Cicor Technologies Ltd (the "Company") and it does not constitute a prospectus or a similar notice within the meaning of articles 35 et seqq. or article 69 the Swiss Financial Services Act. The offer and listing will be made solely by means of, and on the basis of, a securities prospectus which is to be published. An investment decision regarding the publicly offered securities of the Company should only be made on the basis of the securities prospectus. The prospectus is available at https://www.cicor.com/mcb and printed copies can be ordered free of charge at firstname.lastname@example.org.
This communication is not for distribution in the United States, Canada, Australia or Japan. This communication does not constitute an offer to sell, or the solicitation of an offer to buy, securities in any jurisdiction in which is unlawful to do so. In particular, this communication is not an offer of securities for sale in the United States.
Securities may not be offered or sold in the United States absent registration under the Securities Act of 1933 or an exemption from registration. The securities referred to in this communication have not been and will not be registered under the Securities Act and will not be publicly offered or sold 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 "Prospectus Regulation") and the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act (the "UK Prospectus Regulation") of the securities referred to in it (the "Securities") in any member state of the European Economic Area (the "EEA") or the United Kingdom (the "UK"), respectively. Any offers of the Securities to persons in the EEA or UK will be made pursuant to an exemption under the Prospectus Regulation or UK Prospectus Regulation, respectively, from the requirement to produce a prospectus for offers of the Securities.
This communication is being distributed only to, and is directed only at (i) persons outside the United Kingdom, (ii) 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 (the "Order") or (iii) high net worth entities, and 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 Relevant Persons and will be engaged in only with Relevant Persons. Any person who is not a Relevant Person must not act or rely on this communication or any of its contents.
This communication expressly or implicitly contains certain forward-looking statements concerning the Company and its business. Such statements involve certain known and unknown risks, uncertainties and other factors, which could cause the actual results, financial condition, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The Company 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.End of ad hoc announcement Language: English Company: Cicor Technologies Ltd c/o Cicor Management AG, Gebenloostra?e 15 9552 Bronschhofen
Switzerland Phone: +41719137300 Fax: +41719137301 E-mail: email@example.com Internet: www.cicor.com ISIN: CH0008702190 Valor: 870219 Listed: SIX Swiss Exchange EQS News ID: 1260905 ? End of Announcement EQS News Service