Successful rights issue of the Bell Food Group: 99.15% of the subscription rights for new registered shares were exercised
At the end of the subscription period, subscription rights for 2'266'188 new shares were exercised, which corresponds to approximately 99.15% of the new shares. The 19'524 shares for which subscription rights were not exercised within the subscription period will be sold on the market.
As announced, Coop has exercised all of the subscription rights allocated to it and now holds 4'166'796 shares in the Bell Food Group after completion of the capital increase, which corresponds to an unchanged shareholding of 66.29%. The capital increase will raise the share capital of Bell Food Group by CHF 1'142'856 to CHF 3'142'856, divided into 6'285'712 registered shares with a par value of CHF 0.50 each. The first day of trading of the new shares on the SIX Swiss Exchange is scheduled for June 8, 2018. The delivery of the new shares against payment of the subscription price is also planned for 8 June 2018.
With the completion of the capital increase, the Bell Food Group will receive gross proceeds of CHF 612.6 million, which it will use to refinance the acquisition of Hügli Holding Aktiengesellschaft, to finance the announced strategic investment program for the production sites in Switzerland and for further growth in the Convenience segment.
About Bell Food Group
The Bell Food Group is one of the leading meat and convenience producers in Europe with over 50 production plants. Its range includes a complete assortment of meat products as well as fresh and long-life convenience products. With the Bell, Hilcona, Eisberg and Hügli brands, the Group covers a wide range of customer needs. Its customers include the retail and food service sectors as well as the food industry. More than 10,000 employees generated sales of around CHF 3.6 billion in 2017. The Bell Food Group is listed on the Swiss stock exchange.
Disclaimer
This publication constitutes neither an offer to sell nor a solicitation of an offer to buy any securities, nor will the securities that are the subject of the information contained herein be offered or sold in any jurisdiction in which an offer to sell or a solicitation of an offer to buy would be unlawful prior to registration, approval or exemption from registration. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the ""Securities Act""), and may not be offered or sold to ""U.S. persons"" (as defined in Regulation S under the Securities Act) absent such registration or an exemption from registration. The issuer of the securities has not registered and does not intend to register any securities in the United States and/or to conduct a public offering of securities in the United States of America.
This document is not for publication or distribution in the United States of America, Canada, Australia or Japan and it does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States of America or to U.S. persons (as defined in the U.S. Securities Act of 1933, as amended (the ""Securities Act"")) or to publications with a general circulation in the United States. This document does not constitute an offer or invitation to subscribe for or to purchase any securities in the United States of America. The securities referred to herein have not been and will not be registered under the Securities Act, or the laws of any state, and may not be offered or sold in the United States of America absent registration under or an exemption from registration under the Securities Act. There will be no public offering of the securities in the United States of America.
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 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 member state of the European Economic Area (each an ""EEA Member State"") that has implemented Directive 2003/71/EC (together with the 2010 PD Amending Directive 2010/73/EU, including 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.
This publication contains certain forward-looking statements. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, financial condition, development or performance of the Company to be materially different from any future results, financial condition, development or performance expressed or implied by such statements. Such factors may include, in particular: (1) the completion and consummation of the acquisition of Hügli Holding Aktiengesellschaft and the capital increase of Bell Group, and (2) other known and unknown risks relating to the business activities of Bell Group and Hügli Holding Aktiengesellschaft. In view of these uncertainties, no reliance should be placed on such forward-looking statements. The Bell Group assumes no obligation to update such forward-looking statements or to conform them to future events or developments.
This publication constitutes neither an offer to sell nor a solicitation to buy securities of the company. This publication does not constitute an offering prospectus within the meaning of Art. 652a and/or 1156 of the Swiss Code of Obligations or a listing prospectus within the meaning of the Listing Rules of the SIX Swiss Exchange. The offer is made solely on the basis of the offering and listing prospectus dated May 24, 2018. An investment decision regarding the publicly offered securities of the company should only be made on the basis of this offering and listing prospectus. The offering and listing prospectus was published on May 24, 2018 and is available free of charge from Bell Food Group, Media Relations, email: media@bellfoodgroup.com / telephone +41 58 326 30 30.