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Lonza Announces the Successful Results of the Rights Offering
By the end of the rights exercise period on 10 May 2017, 12.00 noon CEST, 99.25% of the rights had been exercised, corresponding to 16,424,010 newly issued shares. The 124,602 newly issued shares for which rights have not been exercised will be sold to the market.
The first day of trading of the newly issued shares on SIX Swiss Exchange is expected to be on 12 May 2017, and delivery of the newly issued shares against payment is expected to be on the same day.
The number of registered shares of Lonza after completion of the rights offering will amount to 74,468,752. The gross proceeds from the rights issue will be used to partially finance the acquisition of Capsugel S.A.
News Release PDF: http://r3.newsbox.ch/d551/a630/sh/rd20639/p4386/c1865/170510_RightsOffering_EN_Final_Version_to_be_put_in_front_of_filter_FINAL.pdf
Lonza Additional Information and Disclaimer
Lonza Group Ltd has its headquarters in Basel, Switzerland, and is listed on the SIX Swiss Exchange. It has a secondary listing on the Singapore Exchange Securities Trading Limited ("SGX-ST"). Lonza Group Ltd is not subject to the SGX-ST's continuing listing requirements but remains subject to Rules 217 and 751 of the SGX-ST Listing Manual.
This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect Lonza Group Ltd'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 Lonza Group Ltd's business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward-looking statements speak only as of the date they are made.
The information and opinions contained in this document are provided as at the date of the announcement and are subject to change. Each of Lonza Group Ltd, the Joint Global Coordinators and Joint Bookrunners and the other members of the underwriting syndicate of the offering (collectively, the "Managers"), and their respective affiliates expressly disclaims any obligation or undertaking to up-date, review or revise any forward-looking statement contained in this announcement, whether as a result of new information, future developments or otherwise.
This announcement is neither an advertisement nor a prospectus or an offer of, or a solicitation of an offer to buy, securities in any jurisdiction, including in or into the United States, Canada, Japan or Australia, where such offer or solicitation is unlawful. This announcement is not an offer to sell, or a solicitation of an offer to purchase, any securities of Lonza Group Ltd, nor shall it or any part of it form the basis of, or be relied on in connection with, any contract or investment decision.
The contents of this announcement have been prepared by and are the sole responsibility of Lonza Group Ltd. None of the Managers, or any of 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 Lonza Group Ltd, Capsugel S.A. and/or their subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss, whether arising from any use of this announcement or its contents or otherwise arising in connection therewith.
The information contained in this announcement 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 presentation or its accuracy, fairness or completeness. Any exercise of rights or purchase of shares in the proposed offering should be made solely on the basis of the information contained in the final offering and listing prospectus to be issued by Lonza Group Ltd in connection with the offering.
The distribution of this announcement may be restricted by law in certain jurisdictions, and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Copies of this announcement may not be sent to countries or distributed or sent from countries, in which this is barred or prohibited by law. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The securities to which this announcement relates have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. There will not be a public offering of securities in the United States.
This announcement is not an offering circular within the meaning of article 652a of the Swiss Code of Obligations, nor is it a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange or a prospectus under any other applicable laws. Investors should make their decision to buy or exercise subscription rights or to buy or to subscribe to shares of Lonza Group Ltd solely based on the final offering and listing prospectus which will be published in connection with the rights offering. Investors are furthermore advised to consult their bank or financial adviser before making any investment decision.
This communication does not constitute an "offer of securities to the public" within the meaning of Directive 2003/71/EC of the European Union (the "Prospectus Directive") of the securities referred to herein in any member state of the European Economic Area (the "EEA"). Any offers of the securities referred to in this announcement to persons in the EEA will be made pursuant to an exemption under the Prospectus Directive, as implemented in member states of the EEA, from the requirement to produce a prospectus for offers of the Securities. In the United Kingdom, this announcement is directed exclusively at Qualified Investors (i) 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, as amended (the “Order”) or (ii) who fall within Article 49(2)(A) to (D) of the Order, and (iii) to whom it may otherwise lawfully be communicated, and any investment activity to which it relates will only be engaged in with such persons, and it should not be relied on by anyone other than such persons.
The Joint Global Coordinators, each of which are authorized by the Prudential Regulation Authority or FINMA (as applicable) and regulated by the Financial Conduct Authority and the Prudential Regulation Authority or FINMA (as applicable) and the other Managers are acting exclusively for Lonza Group Ltd and no one else in connection with the placing of securities referred to in this announcement. They will not regard any other person as their respective clients in relation to the placing and will not be responsible to anyone other than Lonza Group Ltd for providing the protections afforded to their respective clients, nor for providing advice in relation to the placing, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the placing of the shares, the Managers, and any of their affiliates, may take up a portion of the shares in the placing 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 Lonza Group Ltd or related investments in connection with the placing or otherwise.
Accordingly, references in this announcement, or in other documents relating to the placing described herein, 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. In connection with the placing of the shares, the Managers, and any of their affiliates, may take up a portion of the shares in the placing 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 Lonza Group Ltd or related investments in connection with the placing or otherwise. Accordingly, references in this announcement, or in other documents relating to the placing described herein, 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.
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