Regulatory News:
Azelis (Brussels:AZE):
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION
May 16, 2023 Regulated information
Azelis Launches a Capital Increase via an Accelerated Bookbuilding for an Amount of €200 Million
Azelis ("the Company"), a leading global innovation service provider in the specialty chemicals and food ingredients industry, announces its intention to proceed with an accelerated bookbuild offering of shares (the "Offering") for an amount of €200 million.
Azelis has delivered significant organic and inorganic growth since its IPO and continues to benefit from a deep and active M&A pipeline.
Further to the excellent progress on its growth strategy year-to-date, Azelis intends to use the net proceeds of the Offering for (i) general corporate purposes and (ii) to provide the Company with continued capacity to make accretive acquisitions. The Offering allows Azelis to accelerate its growth strategy whilst staying committed to its stated financial policy (2.5x -3.0x).
EQT, the Company's reference shareholder, is supportive of the Offering and has committed to submit an order in the Offering for €100 million.
The new shares will be issued on a non-pre-emptive basis and there will be no prospectus related to the admission of these new shares to trading on Euronext Brussels.
The new shares will benefit from participation in the dividend expected to be paid on June 23, 2023.
Update on Azelis' growth strategy and reasons for the Offering
Since its IPO in September 2021, Azelis has continued the successful execution of its strategy both organically as well as through M&A by entering new geographies and deepening its relationships with leading global suppliers. Azelis has completed 27 acquisitions since January 2021, adding combined EBITDA of c. €150 million.
The Company has made strong progress on pursuing its growth strategy in the year-to-date, including the attractive acquisition of Gillco Ingredients announced on May 16, 2023 and several other acquisitions in 2023 that bring excellent new opportunities for growth and value creation, including:
Smoky Light: Reinforces Azelis' footprint in Benelux food nutrition market (acquisition closed in January 2023)
- Chemiplas: Significant expansion of Azelis' footprint in Australia and New Zealand (acquisition closed in January 2023)
- Lidorr Elements: Significantly strengthens Azelis' footprint in Israel and expands the lateral value chain within the attractive agricultural environmental solutions market (acquisition closed in April 2023)
- Vogler Ingredients: Strategic expansion of Azelis' footprint in Brazil as an important step in the Company's regional growth strategy for Latin America while strengthening the Company's Life Sciences position in the Americas (acquisition signed in April 2023 and expected to close in Q2-23)
- Gillco Ingredients: Strategic expansion into the attractive food nutrition market in the US and strengthens Azelis' Life Sciences footprint in US (acquisition signed in May 2023 and expected to close in Q2-23)
The highly fragmented specialty chemicals food ingredients distribution market offers a multi-decade opportunity for consolidation through M&A. Azelis benefits from a deep and active M&A pipeline, which will support the continuation of its growth strategy in 2023 and beyond. The Company remains committed to maintaining a disciplined approach with regards to potential acquisitions, in line with its financial policy.
Azelis intends to use the net proceeds of the Offering for (i) general corporate purposes and (ii) to provide the Company with continued capacity to make accretive acquisitions. The Offering allows Azelis to accelerate its growth strategy whilst staying committed to its stated financial policy (2.5x -3.0x).
Following the Offering, the Company is expected to have a leverage ratio1 of 2.4x2, including annualized EBITDA contribution from acquisitions signed to date. As at March 31, 2023, net debt was €1.3 billion, with a leverage ratio of 2.3x.
Reference shareholder support
Akita I S.à r.l., indirectly controlled by EQT VIII SCSp (the "EQT VIII Fund"), a fund managed and advised by subsidiaries of EQT AB ("EQT"), as the Company's reference shareholder, is supportive of the Offering and has committed to submit an order in the Offering for €100 million.
By doing so, EQT emphasizes its support of Azelis' strategy as well as its confidence in Azelis' management team and the Company's future outlook.
Any final allocation to investors will be made based on customary objective and pre-identified criteria agreed in advance with the Joint Global Coordinators. No guarantee will be or has been given as to the final allocation to EQT or any other shareholder, either in terms of whether any such allocation will be made or as to the size of any such allocation.
Offering
The bookbuilding procedure will commence with immediate effect following the release of this announcement.
The Offering will be executed by way of an accelerated bookbuild offering of the New Shares (the "Placement"). The New Shares will be issued in the framework of the authorized capital, on a non-pre-emptive basis. The Placement is being made (1) outside the United States, exclusively to institutional investors in the European Economic Area or the United Kingdom, professional client in Switzerland and to certain institutional investors in other jurisdictions, (2) in the United States, in transactions pursuant to an exemption from, or in transactions not subject to, the registration requirements of the U.S. Securities Act of 1933, as amended (the "Securities Act") to qualified institutional buyers (as defined in Rule 144A under the Securities Act) and (3) in Canada to persons who qualify as "accredited investors" as defined in the National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act Ontario or "permitted clients" as defined in the National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.
There will be no prospectus related to the admission of these new shares to trading on Euronext Brussels.
Details of the offer price and the final number of New Shares will be announced as soon as practicable after the books are closed, in a subsequent press release, which is expected to be published before markets open on Euronext Brussels on May 17, 2023, subject to acceleration.
Dividend
The new shares shall be issued with coupons no. 2 et seq. attached and therefore confer the same dividend rights as existing shares. The Board of Directors of Azelis will propose, during the ordinary general meeting of June 8, 2023, the allocation of a gross dividend of €67.8 million for the 2022 financial year, payable on June 23, 2023 and which will be paid-out based on the number of outstanding shares on June 22, 2023.
Final issue price and final number of New Shares
The final issue price and the final number of new share ("New Shares") to be issued will be determined by the Company in consultation with the Joint Global Coordinators, taking into account amongst others the bookbuilding dynamics of the Offering.
The new shares shall be issued in accordance with Belgian law and are ordinary shares that represent the capital, in the same form as the existing shares, fully paid up, with voting rights and without nominal value. They shall confer the same rights as the existing shares.
Lock-up
In relation to the Offering, the Company is subject to a market customary lock-up ending 90 days after the issue date, subject to customary exceptions and waivable by the Joint Global Coordinators.
Expected admission to trading of the new shares on the Euronext Brussels regulated market
As part of the capital increase, the Company shall submit a request to Euronext Brussels for the admission to trading of the new shares to be issued as a result of the capital increase, and expects the new shares to be admitted to trading on the Euronext Brussels regulated market immediately after their issue, expected on or around May 19, 2023.
Joint Global Coordinators
Goldman Sachs International and J.P. Morgan SE are acting as Joint Global Coordinators in the Placement.
END
About Azelis
Azelis is a leading global innovation service provider in the specialty chemical and food ingredients industry, present in 63 countries across the globe with over 3,800 employees. Our knowledgeable teams of industry, market and technical experts are each dedicated to a specific market within Life Sciences and Industrial Chemicals. We offer a lateral value chain of complementary products to more than 59,000 customers, supported by +2,700 principal relationships, creating a turnover of €4.1 billion (2022). Azelis Group NV is listed on Euronext Brussels under ticker AZE.
Across our extensive network of more than 65 application laboratories, our award-winning staff help develop formulations and provide technical guidance throughout the customers' product development process. We combine a global market reach with a local footprint to offer a reliable, integrated, and unique digital service to local customers and attractive -business opportunities to principals. Top industry-rated by Sustainalytics, Azelis is a leader in sustainability. We believe in building and nurturing solid, honest and transparent relationships with our people and partners.
Impact through ideas. Innovation through formulation.
www.azelis.com
"These written materials, and any copy thereof, may not be directly or indirectly distributed in or to persons resident in the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Japan, South Africa or any other jurisdiction where such distribution could constitute a breach of the applicable laws of such jurisdiction.
These written materials are for information purposes only and are not intended to constitute, and should not be construed as, an offer to sell or subscribe for, or the announcement of a forthcoming offer to sell or subscribe for, or a solicitation of any offer to buy or subscribe for, or the announcement of a forthcoming solicitation of any offer to buy or subscribe for, existing or new shares of the Company in the European Economic Area (the "EEA") (except in the context of a private placement with Qualified Investors, as defined below), the United States, Australia, Canada (except in the context of a private placement with investors qualifying as "accredited investors" and "permitted clients", as defined below), Japan, South Africa, Switzerland (except in the context of a private placement with Professional Clients, as defined below) or the United Kingdom (except in the context of a private placement with Relevant Persons, as defined below). No offer to sell or subscribe for shares, or announcement of a forthcoming offer to sell or subscribe for shares, will be made in the EEA (except in the context of a private placement with Qualified Investors, as defined below), the United States, Australia, Canada (except in the context of a private placement with investors qualifying as "accredited investors" and "permitted clients", as defined below), Japan, South Africa, Switzerland (except in the context of a private placement with Professional Clients, as defined below), the United Kingdom (except in the context of a private placement with Relevant Persons, as defined below) or in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction, and the distribution of this communication in such jurisdictions may be similarly restricted. Persons into whose possession this communication comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the security laws of any such jurisdiction.
This announcement contains statements which are "forward-looking statements" or could be considered as such. These forward-looking statements can be identified by the use of forward-looking terminology, including the words 'believe', 'estimate', 'anticipate', 'expect', 'intend', 'may', 'will', 'plan', 'continue', 'ongoing', 'possible', 'predict', 'plans', 'target', 'seek', 'would' or 'should', and contain statements made by the Company regarding the intended results of its strategy. By their nature, forward-looking statements involve risks and uncertainties and readers are warned that none of these forward-looking statements offers any guarantee of future performance. The company's actual results may differ materially from those predicted by the forward-looking statements. The Company makes no undertaking whatsoever to publish updates or adjustments to these forward-looking statements, unless required to do so by law.
This communication does not constitute or form part of an offer of securities in the United States, or a solicitation to purchase securities in the United States. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act"), or under the securities law of any state or jurisdiction in the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly within the United States except pursuant to an applicable exemption from the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or jurisdiction of the United States. The issuer of the securities has not registered, and does not intend to register, any portion of the transaction in the United States. There will be no public offer of securities in the United States.
In relation to each Member State of the European Economic Area (each a "Relevant Member State")an offer of securities to which this communication relates is only addressed to and is only directed at (i) qualified investors in that Relevant Member State within the meaning of Regulation ((EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, and any implementing measure in each Relevant Member State of the EEA (the "Prospectus Regulation")) in accordance with the prospectus exemption provided for in article 1(4)(a)and article 1(5)(a) of the Prospectus Regulation ("Qualified Investors
In the United Kingdom, this announcement is only addressed to and directed at, and any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, "qualified investors" as defined in article 2 (e) of the Prospectus Regulation as amended and transposed into the laws of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 and the European Union (Withdrawal Agreement) Act 2020 (the "UK Prospectus Regulation") who are also (x) persons who have professional experience in matters relating to investments falling within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (y) "high net worth companies, unincorporated associations, etc." in the sense of article 49(2) (a) to (d) of the Order, or (z) are persons to whom such information may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). Persons who are not Relevant Persons should not take any action on the basis of this announcement and should not act or rely on it.
In Canada, this announcement is only addressed to and directed at investors qualifying as (i) "accredited investors" (as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario)) and (ii) "permitted clients" (as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations).
In Switzerland an offer of securities to which this communication relates is only addressed to and is only directed at "professional clients" within the meaning of Article 4 para. 3 of the Swiss Financial Services Act ("Finanzdienstleistungsgesetz") of 15 June 2018 ("FINSA") (such persons being referred to as "Professional Clients"). The offer is therefore exempted from the obligation to prepare and publish a prospectus under FINSA and the securities will not be admitted to trading on any Swiss trading platform. This communication does not constitute a prospectus in accordance with FINSA and the Company will not prepare such prospectus in light of the offer of securities are referred to herein.
1 Azelis defines its net leverage ratio as net indebtedness divided by financing EBITDA for the preceding twelve months.
2 Including annualized EBITDA contribution from recently acquired (including signed but not closed acquisitions) companies (full list of acquired companies year-to-date in Update on Azelis' growth strategy and reasons for the Offering section).
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Contacts:
Azelis Investor Relations
Investor-relations@azelis.com
