SIG Combibloc Group AG: SIG announces the exercise of the full over-allotment option
FOR RELEASE IN SWITZERLAND - THIS IS A RESTRICTED COMMUNICATION AND YOU MUST NOT FORWARD IT OR ITS CONTENTS TO ANY PERSON TO WHOM FORWARDING THIS COMMUNICATION IS PROHIBITED BY THE LEGENDS CONTAINED HEREIN.SIG announces the exercise of the full over-allotment option
Neuhausen, Switzerland, October 8, 2018. SIG Combibloc Group ("SIG" or the "Company", ticker symbol: SIGN), a leading provider of aseptic carton packaging solutions for the food and beverage industry, announced today that the Joint Global Coordinators, acting on behalf of the syndicate banks, have fully exercised the over-allotment option on 19,800,000 existing shares granted in connection with its Initial Public Offering (the "IPO") at the offer price of CHF 11.25 per share.
On September 28, 2018, the shares of SIG were listed and admitted to trading on SIX Swiss Exchange. The Joint Global Coordinators, acting on behalf of the syndicate banks, have today exercised in full the over-allotment option to purchase 19,800,000 existing shares at CHF 11.25 per share, representing 15% of the 132,000,000 shares offered in the base offering of the IPO. Including the shares placed in connection with the over-allotment option, a total of 151,800,000 shares have been sold in the IPO, whereof 105,000,000 shares are new shares and 46,800,000 are existing shares. The total placement volume amounts to CHF 1,708 million.
Affiliates of Onex Corporation (TSX:ONEX) and certain members of management (the "Selling Shareholders") will hold approximately 53% and the free float will be approximately 47%.
The Company has committed to not issuing new shares during a lock-up period of 180 days from the first day of trading. Members of the Group Executive Board and certain other managers have agreed not to sell shares during a lock-up period of 360 days, and the other Selling Shareholders (excluding the members of the Group Executive Board and certain other managers) have committed to a lock-up period of 180 days from September 28, 2018, all subject to customary exceptions.
BofA Merrill Lynch, Credit Suisse and Goldman Sachs International are acting as Joint Global Coordinators and Joint Bookrunners for the IPO. Barclays, Citigroup, Morgan Stanley and UBS Investment Bank are acting as Joint Bookrunners, while UniCredit Bank AG and Vontobel are acting as Co-Lead Managers. Rothschild & Co. is acting as independent financial adviser to SIG on the IPO.Investor contact: Jennifer Gough +41 52 674 6508 Director Investor Relations SIG Combibloc Group AG Neuhausen am Rheinfall, Switzerlandjennifer.email@example.com
Lemongrass Communications Andreas Hildenbrand +41 44 202 firstname.lastname@example.org
About SIG SIG is a leading systems and solutions provider for aseptic carton packaging. We work in partnership with our customers to bring food and beverage products to consumers around the world in a safe, sustainable and affordable way. Our unique technology and outstanding innovation capacity enable us to provide our customers with end-to-end solutions for differentiated products, smarter factories and connected packs, all to address the ever-changing needs of consumers. Founded 1853, SIG is headquartered in Neuhausen, Switzerland. The skills and experience of our 5,000-plus employees worldwide enable us to respond quickly and effectively to the needs of our customers in over 60 countries. In 2017, SIG produced approximately 34 billion carton packs and generated EUR1.7 billion in revenue. For more information, visit www.sig.biz.
The contents of this announcement have been prepared by and are the sole responsibility of SIG Combibloc Group ("SIG" or the "Company").
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States or any other jurisdiction in violation of the relevant laws of such jurisdiction. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any announcement or other information referred to herein comes 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 announcement is not and does not contain or constitute an offer to sell or a solicitation of offers to purchase or subscribe for shares of the Company to any person in the United States, Australia, Canada or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The shares referred to herein may not be offered or sold in the United States unless registered under the US Securities Act of 1933, as amended (the "Securities Act"), or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. The offer and sale of shares referred to herein have not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada or Japan. Subject to certain exceptions, the shares referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. There will be no public offering of the shares in the United States of America, Australia, Canada or Japan.
This announcement is not a prospectus within the meaning of Article 652a of the Swiss Code of Obligations, nor is it a listing prospectus as defined in the listing rules of the SIX Swiss Exchange AG or a prospectus under any other applicable laws. Investors should not subscribe for or purchase any shares referred to in this announcement except on the basis of information in any prospectus (and any supplement(s) thereto) which may be published by the Company in due course for such purpose. Copies of the offering and listing memorandum (and any supplements thereto) will, following publication, be available free of charge from Credit Suisse AG, Zurich, Switzerland (email: email@example.com) and from the Company's registered office (email: firstname.lastname@example.org). This announcement does not constitute a recommendation regarding the shares referred to herein.
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 announcement 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 "FSMA Order") or (iii) persons falling within Articles 49(2)(a) to (d), "high net worth companies, unincorporated associations, etc." of the FSMA Order, or (iv) persons to whom an invitation or inducement to engage in investment activity within the meaning of Section 21 of the Financial Services and Markets Act 2000 may otherwise be lawfully communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). The shares referred to herein are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such shares will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.
In member states of the European Economic Area ("EEA") (each, a "Relevant Member State"), this announcement and any offer if made subsequently is directed only at persons who are "qualified investors" within the meaning of the Prospectus Directive. For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.
This announcement may contain statements that are, or may be deemed to be, "forward-looking statements", e.g., statements including terms like "believe", "assume", "expect", "forecast", "project", "may", "could", "might", "intend", "will" or similar expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may result in a substantial divergence between the actual results, financial situation, development or performance of the Company and those explicitly or implicitly presumed in these statements. Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward-looking statements speak only as of the date they are made. Against the background of these uncertainties, readers should not rely on forward-looking statements. Each of the Company and the Managers (as defined below) assumes no responsibility and expressly disclaims any obligation or undertaking to up-date forward-looking statements or to adapt them to future events or developments.
Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the IPO. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the IPO for the person concerned.
Credit Suisse AG, Goldman Sachs International, Merrill Lynch International, Barclays Bank PLC, Citigroup Global Markets Limited, Morgan Stanley & Co. International plc, UBS AG, UniCredit Bank AG and Bank Vontobel AG (together, the "Managers") are acting exclusively for the Company and no-one else in connection with the IPO. They will not regard any other person as their respective clients in relation to the IPO and will not be responsible to anyone other than Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the IPO, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the IPO, the Managers and any of their affiliates, may take up a portion of the shares in the IPO as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of the Company or related investments in connection with the IPO or otherwise. Accordingly, references in the final prospectus to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by the Managers and any of their affiliates acting in such capacity. In addition, the Managers and any of their affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which the Managers and any of their affiliates may from time to time acquire, hold or dispose of shares. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
None of the Managers, or any of their respective affiliates or its or their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
For the avoidance of doubt, Credit Suisse AG does not make any representation or warranty that it intends to accept or be bound to any of the information contained herein nor shall it be obliged to enter into any further discussions or negotiations pursuant thereto, but shall be entitled in its absolute discretion to act in any way that it sees fit in connection with the potential transaction. Any discussions, negotiations or other communications that may be entered into, whether in connection with this document or otherwise, shall be conducted subject to contract. No representation or warranty expressly or implicitly, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Credit Suisse AG or any of its respective officers, employees or agents as to or in relation to the accuracy or completeness of this document, publicly available information regarding SIG, or any other written or oral information made available to any interested party or its advisors and any liability therefore, whether in contract, tort or otherwise, is hereby expressly disclaimed.
Credit Suisse AG is acting on behalf of SIG and the Selling Shareholders, and no one else in connection with the securities referred to herein and will not be responsible to any other person for providing the protections afforded to clients of Credit Suisse AG or for providing advice in relation to the securities referred to herein.
Information to Distributors: Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the offered securities referred to herein have been subject to a product approval process, which has determined that the offered securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the offered securities may decline and investors could lose all or part of their investment; the offered securities offer no guaranteed income and no capital protection; and an investment in the offered securities is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other advisor) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the IPO. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Global Coordinators will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the offered securities.
Each distributor is responsible for undertaking its own target market assessment in respect of the offered securities and determining appropriate distribution channels.
Issuer: SIG Combibloc Group AG Key word(s): Finance
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