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Lonza Publishes Annual Report 2016 and Invitation to the 2017 Annual General MeetingBasel, )
Annual General Meeting to take place on 25 April 2017 in Basel
Albert M. Baehny proposed as new member of the Board of Directors
Proposal to increase share capital, by up to 22 million shares, to partially finance Capsugel acquisition
Proposal for reintroduction of authorized capital and increase of conditional capital to CHF 7,500,000 each
Increased dividend to CHF 2.75 per share proposed
New Online Annual Report published
Lonza today announced that it has published its Online Annual Report 2016 and its invitation to the Annual General Meeting 2017, which will take place on Tuesday, 25 April 2017, at 10:00 a.m. CEST, at the Congress Center Messe Basel, Messeplatz 21, 4058 Basel, Switzerland.
Annual General Meeting
The Annual General Meeting invitation can be accessed on Lonza’s website by clicking on “Annual General Meeting” on the following webpage: www.lonza.com/about-lonza/investor-relations/investor-information
The Board of Directors proposes the re-election of Chairperson Rolf Soiron for one final year and the election of Albert M. Baehny as a new member of the Board of Directors. Thomas Ebeling will not stand for re-election.
For the purpose of partially financing the acquisition of Capsugel S.A., the Board of Directors proposes an increase of the share capital by the issuance of up to 22,000,000 fully paid registered shares to raise gross proceeds in the amount of approximately CHF 2.3 billion by way of a rights offering, which is fully underwritten by a banking syndicate led by UBS and BofA Merrill Lynch. Further details on the rights offering are expected to be communicated on or around 25 April 2017.
The Board of Directors further proposes the reintroduction of authorized capital in the amount of CHF 7,500,000. It used the previously authorized capital to partially finance the acquisition of Capsugel S.A. by issuing 5,000,000 shares out of authorized capital on 2 February 2017 in an accelerated bookbuilding. To maintain flexibility, the Board of Directors proposes to reintroduce an authorized capital at the same conditions as the previous one with a higher number of shares taking into account the increased share capital. The Board of Directors expects that the amount of CHF 7,500,000 will be below 10% of the share capital after consummation of the ordinary capital increase.
The Board of Directors also proposes an increase of the existing conditional capital from currently CHF 5,029,860 to CHF 7,500,000. The Board of Directors expects that this amount will be below 10% of the share capital after consummation of the ordinary capital increase. The Board of Directors shall be entitled to issue shares under the authorized and conditional share capital cumulatively only in an overall maximum aggregate nominal amount of CHF 7,500,000 (also expected to be below 10% of the share capital after the ordinary capital increase).
Further motions include the election of the members of the Nomination and Compensation Committee and the Compensation of the Board of Directors and the Executive Committee.
All details on the motions can be found in the invitation to the Annual General Meeting.
Online Annual Report
This year Lonza switched from a printed to an Online Annual Report. The online report and the downloadable PDF can be accessed through the following website: http://annualreport.lonza.com/2016.
The online report is separated in four sections: Company Overview, Financial Overview including financial statements and notes, Remuneration Report and Corporate Governance Report.
By eliminating the formal printing of thousands of reports, Lonza aims to reduce its impact on the environment. The switch to online and PDF versions will also save money required for printing and mailing.
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.
Each of Lonza Group Ltd, BofA Merrill Lynch, UBS, and their respective affiliates expressly disclaims any obligation or undertaking to update, 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 not an advertisement and not a prospectus and not an offer of, or a solicitation of an offer to buy, securities to U.S. persons or 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 presentation have been prepared by and are the sole responsibility of Lonza Group Ltd and Capsugel. None of BofA Merrill Lynch, UBS, 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 and/or 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, whether arising from any use of this announcement or its contents or otherwise arising in connection therewith.
The information contained in this presentation 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 presentation or its accuracy, fairness or completeness.
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. 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 refer 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.
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.
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