Ad-hoc: Befesa S.A.: Befesa determines placement price and number of new shares from capital increase
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Disclosure of inside information according to Article 17 para. 1 of the Regulation (EU) No. 596/2014
Befesa determines placement price and number of new shares from capital increase
Luxembourg, 16 June 2021 Today, the board of directors of Befesa S.A., Luxembourg ("Befesa") resolved to increase its share capital against cash contributions through partial utilization of its existing authorised capital under the exclusion of shareholders' subscription rights from 94,575,646.35 by 16,471,948.79 to 111,047,595.14 ("Capital Increase") by issuing 5,933,293 new ordinary shares without nominal value ("New Shares"). The New Shares were placed with institutional investors by way of an accelerated book building process at a placement price of EUR 56.00 per New Share, resulting in gross proceeds of EUR 332,264,408.00 (before deduction of commissions and expenses). The New Shares will carry dividend rights as from 1 January 2020, excluding the right to participate in the interim dividend which was paid on 4 December 2020 from available reserves.
The New Shares are to be included in the existing listing of Befesa's shares in the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange without a prospectus. Admission of the New Shares to trading is expected on 18 June 2021, trading of the New Shares is expected to commence on 21 June 2021. The delivery of the New Shares is scheduled for 21 June 2021. Befesa has agreed to a six-months lock-up period with market-customary exceptions.
The net proceeds from the Capital Increase shall be used to finance the purchase price for the planned acquisition of US-based American Zinc Recycling Corp. and a minority stake in American Zinc Products LLC as announced in the ad hoc announcement of Befesa published on 16 June 2021.
Citigroup acted as sole global coordinator and sole bookrunner for the placement of the New Shares.
Director of Investor Relations & Strategy
Phone: +49 2102 1001 0
Befesa is a leading player in the circular economy, providing environmental, regulated services to the steel and aluminium industries with facilities located in Germany, Spain, Sweden, France, as well as in Turkey, South Korea and China. Through its two business units, Steel Dust and Aluminium Salt Slags recycling services, which are a critical part of the circular economy, Befesa manages and recycles around 1.5 million tonnes of residues annually, with a production of around 1.3 million tonnes of new materials, which Befesa reintroduces in the market, reducing the consumption of natural resources. Further information is available on the company's website: www.befesa.com
This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in Australia, Canada, Japan, or the United States of America ("United States" or "U.S.") or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to herein have already been sold.
The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended ("Securities Act"), and have not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, absent such registration, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The securities referred to herein have been offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act and outside the United States, only to certain non-U.S. investors pursuant to Regulation S. There was no public offer of the securities in the United States.
In member states of the European Economic Area ("EEA"), any offer of the securities referred to herein was only made pursuant to an exemption under Regulation (EU) 2017/1129, as amended ("Prospectus Regulation"), from the requirement to publish a prospectus for offers of securities. Befesa did not authorise the making of any offer of securities in circumstances in which an obligation would have arisen for Befesa or any other person to publish or supplement a prospectus for such offer.
This announcement is directed at and/or for distribution only to persons who (i) are outside the United Kingdom; (ii) 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 (the "Order"), (iii) are high net worth entities falling within article 49(2)(a) to (d) of the Order; or (iv) other persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as "Relevant Persons"). This announcement is directed only at Relevant Persons. Any person who is not a Relevant Person should not act or rely on this announcement or any of its contents. Any investment or investment activity to which this announcement relates was available only to Relevant Persons and was engaged in only with Relevant Persons.
This announcement has been prepared on the basis that any offer of the securities referred to herein in the United Kingdom was only made pursuant to an exemption under Section 86 of the Financial Services and Markets Act 2000 from the requirement to publish a prospectus for offers of securities. Befesa did not authorise the making of any offer of securities in circumstances in which an obligation would have arisen for Befesa or any other person to publish or supplement a prospectus for such offer.
This announcement may contain estimates, opinions, projections, and other forward-looking statements that are, by their nature, subject to various risks and uncertainties. Future results could differ materially from those described in these forward-looking statements due to certain factors, e.g. impacts of COVID-19, changes in business, economic and competitive conditions, regulatory reforms, results of clinical trials, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, and the availability of financing. Any forward-looking statements only speak as of the date of this announcement and it is up to the recipients to make its own assessment of the validity of any forward-looking statement and assumptions. Befesa does not undertake any responsibility to update the forward-looking statements in this announcement and assumes no liability whatsoever in respect of the achievement of such forward-looking statements.