PRESS RELEASE: Amatheon Agri Holding N.V.: Proposed capital increase to accelerate the Amatheon Agri Group's growth strategy in sub-Saharan Africa and appointment of the Supervisory Board
DGAP-News: Amatheon Agri Holding N.V. / Key word(s): Capital Increase
Amatheon Agri Holding N.V.: Proposed capital increase to accelerate
the Amatheon Agri Group's growth strategy in sub-Saharan Africa and
appointment of the Supervisory Board
31.10.2014 / 19:45
=--------------------------------------------------------------------
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA,
CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES
OF SECURITIES WOULD BE PROHIBITED BY APPLICABLE LAW.
Proposed capital increase to accelerate the Amatheon Agri Group's
growth strategy in sub-Saharan Africa and appointment of the
Supervisory Board
Amatheon Agri Holding N.V. (ISIN: NL0010273694) (the "Group" or
"Amatheon Agri"), the Euronext listed agribusiness and farming group,
plans to accelerate further the development of its sub-Saharan Africa
food and agriculture platfrom through the launch of a capital increase.
The Group is looking to raise up to EUR50,000,000 at a share price
determined as the weighted average closing price recorded on the Marché
Libre of Euronext in Paris over the five days prior to the notice of
the Extraordinary General Meeting, being EUR2.30 per share(the "Capital
Increase").
The proceeds from the Capital Increase will be used to finance further
the Group's investments in sub-Saharan Africa and to fund its general
corporate purposes. The Capital Increase will be proposed at the
Extraordinary General Meeting in early December.
In addition, it will be proposed to the Extraordinary General Meeting
that H.S.H. Prince Max von und zu Liechtenstein, Mr Edwin Eichler, Ms
Yukiko Omura and Mr Grégoire Dusausoy be appointed to the Supervisory
Board of Amatheon Agri.
The Extraordinary General Meeting documentation (agenda and explanatory
notes thereto as well as the template of the voting proxy) are
available on the Group's website.
The Management Board
Berlin, Germany, 31 October 2014
For further information please see the Group's website
www.amatheon-agri.com.
All communications to the Group or the Management Board in connection with
the foregoing must be addressed as follows:
Amatheon Agri Holding N.V.
Friedrichstrasse 95, 10117 Berlin, Germany
Tel: +49 30 53 000 90 04
Fax: +49 30 53 000 90 20
email: o.bulycheva@amatheon-agri.com
This press release is an advertisement and not a prospectus and not
an offer of securities for sale in any jurisdiction, including in
or into the United States of America, Australia, Canada or Japan or
any jurisdiction in which offers or sales of the securities would
be prohibited by applicable law. Neither this press release nor
anything contained herein shall form the basis of, or be relied
upon in connection with, any offer or commitment whatsoever in any
jurisdiction. No prospectus will be prepared in connection with the
offering of the securities referred to herein. The securities
referred to herein may not be offered to the public in any
jurisdiction in circumstances which would require the issuer and
its advisors or any of their respective affiliates, or any person
acting on behalf of thereof, to prepare and register any prospectus
or offering document relating to the securities referred to herein
in such jurisdiction.
The securities referred to herein may not be offered or sold in the
United States of America (as defined in Regulation S under the U.S.
Securities Act of 1933, as amended (the "Securities Act")) absent
registration under the Securities Act or another exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act. Subject to certain exceptions, the securities
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. The offer and
sale of the securities referred to herein has not been and will not
be registered under the Securities Act or under the applicable
securities laws of Australia, Canada or Japan. There will be no
public offer of the securities in the United States of America,
Australia, Canada or Japan.
This press release does not constitute a recommendation concerning
any offering of securities. Acquiring investments to which this
press release relates may expose an investor to a significant risk
of losing the entire amount invested. The value of securities can
decrease as well as increase. Past performance is not a guide to
future performance. Potential investors should consult a
professional adviser as to the suitability of any offering for the
individual concerned. No reliance may or should be placed by any
person for any purposes whatsoever on the information contained in
this press release or on its completeness, accuracy or fairness.
The information in this press release is subject to change.
This press release 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. Any
forward-looking statements reflect the Group'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. Many factors
could cause actual results to differ materially from those
projected or implied in any forward-looking statements. Due to
such uncertainties and risks, readers are cautioned not to place
undue reliance on such forward-looking statements. Forward-looking
statements speak only as of the date they are made. Each of the
Group and its advisors and their respective affiliates expressly
disclaims any obligation or undertaking to update, review or revise
any forward-looking statement contained in this press release
whether as a result of new information, future developments or
otherwise.
The Group's advisors are acting exclusively for the Group and
no-one else in connection with the offering of the securities
referred to herein. They will not regard any other person as their
respective clients in relation to such offering and will not be
responsible to anyone other than the Group for providing the
protections afforded to their respective clients, or for providing
advice in relation to such securities, the contents of this
announcement or any transaction, arrangement or other matter
referred to herein.
None of the Group's advisors 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 Group, 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.
The offer referred to herein when made in member states of the
European Economic Area ("EEA") which have implemented the
Prospectus Directive (each, a "relevant member state"), is only
addressed to and directed at persons who are "qualified investors"
as defined in the Prospectus Directive ("Qualified Investors"). 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.
In the United Kingdom, this announcement is directed only 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 (all such persons together being referred
to as "relevant persons"). This announcement must not be acted on
or relied on (i) in the United Kingdom, by persons who are not
relevant persons, and (ii) in any member state of the European
Economic Area other than the United Kingdom, by persons who are not
Qualified Investors.
In connection with the offering of the securities referred to
(MORE TO FOLLOW) Dow Jones Newswires
October 31, 2014 14:45 ET (18:45 GMT)
herein, the Group's advisors and any of their affiliates, acting as
investors for their own accounts, may subscribe for or purchase
securities of the Group and in that capacity may retain, purchase,
sell, offer to sell or otherwise deal for their own accounts in
such securities and any other securities of the Group or any
related investments and may offer or sell such securities or other
investments otherwise than in connection with the offering of the
securities referred to herein. The Group's advisors 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.
This press release is an advertisement and not a prospectus.
Investors should not purchase or subscribe for any securities
referred to in this press release
In connection with the issue of the securities the Stabilising
Manager or any person acting on behalf of the Stabilising Manager
may over-allot the securities or effect transactions with a view to
supporting the market price of the securities at a level higher
than that which might otherwise prevail. However, there is no
assurance that the Stabilising Manager (or any persons acting on
behalf of the Stabilising Manager) will undertake stabilisation
action. Any stabilisation action, if begun, may be ended at any
time, and must be brought to an end after a limited period.
=--------------------------------------------------------------------
31.10.2014 Dissemination of a Corporate News, transmitted by DGAP - a
service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
=--------------------------------------------------------------------
Language: English
Company: Amatheon Agri Holding N.V.
Friedrichstrasse 95
10117 Berlin
Germany
Phone: +49 (0)30 5 3000 9023
Fax: +49 (0)30 5 3000 9020
E-mail: info@amatheon-agri.com
Internet: www.amatheon-agri.com
ISIN: NL0010273694
WKN: A1J4XD
Listed: Foreign Exchange(s) Paris
End of News DGAP News-Service
=--------------------------------------------------------------------
294525 31.10.2014
(END) Dow Jones Newswires
October 31, 2014 14:45 ET (18:45 GMT)
