Gerresheimer AG: Gerresheimer AG launches cash capital increase with exclusion of shareholders’ subscription rights through accelerated bookbuilding by up to 3,140,000 shares
18.04.2023 / 17:54 CET/CEST
The issuer is solely responsible for the content of this announcement.
Gerresheimer AG launches cash capital increase with exclusion of shareholders’ subscription rights through accelerated bookbuilding by up to 3,140,000 shares
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN OR OTHER COUNTRIES WHERE SUCH A PUBLICATION COULD BE UNLAWFUL
Duesseldorf, April 18, 2023 – Today, the management board of Gerresheimer AG ISIN DE000A0LD6E6, with the approval of the supervisory board, resolved to launch a capital increase against cash contributions under exclusion of shareholder’s subscription rights through partial utilization of its authorized capital. The share capital of the company will be increased by issuance of up to 3,140,000 new no-par-value bearer shares.
The private placement will commence with immediate effect after publication of this notification and the new shares will be offered exclusively to institutional investors as part of an international private placement by way of an accelerated bookbuilding process. The placement price and the number of shares to be issued will be determined immediately after such bookbuilding. The new shares will carry full rights to the dividend of EUR 1.25 per share proposed for the 2021/2022 financial year.
Admission of the new shares to trading in the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) on the Frankfurt Stock Exchange is expected to take place without a prospectus on April 21, 2023. Trading is expected to commence on April 24, 2023. It is intended to include the new shares in the existing quotation for the Company’s shares. The delivery of the new shares is expected to occur on or around April 24, 2023
The successful implementation of Gerresheimer’s strategy for profitable growth – formula G – is bearing fruits. It is not only resulting in double digit growth rates for both revenues and Adjusted EBITDA, but also in better access to further, highly profitable growth projects to sustainably increase the company value. The net proceeds from the capital increase will provide the company with the flexibility to further capture significant incremental growth opportunities with a particular focus on High Value Solutions and Medical Devices including biological solutions such as GLP-1 related treatments.
As part of the transaction, Gerresheimer has agreed to a lock-up, i.e., an obligation not to, inter alia, issue further shares or financial instruments convertible into shares or to conduct a further capital increase of 180 days, subject to customary exceptions.
The distribution of this announcement and the offering of the shares of Gerresheimer AG in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, any such restrictions. 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 the United States of America, Australia, Canada, Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.
Securities may not be offered or sold absent registration except pursuant to an exemption from, or a transaction not subject to, the registration requirements under the U.S. Securities Act of 1933, as amended. There will be no public offer of securities in the United States of America or in any other jurisdiction.
In member states of the European Economic Area (“EEA“), this announcement is only addressed to and directed at persons who are ‘qualified investors’ within the meaning of Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129) (as amended, the “Prospectus Regulation“) (“Qualified Investors“). In the United Kingdom, this announcement is only addressed to and directed at Qualified Investors who are persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order“) or (ii) falling within Article 49(2)(a) to (d) (high net worth companies, incorporated associations, etc.) of the Order.
To the extent this announcement contains predictions, expectations or statements, estimates, opinions and projections with respect to anticipated future performance of Gerresheimer AG (“forward-looking statements”), they are based upon current views and assumptions of the Gerresheimer AG management, which were made to its best knowledge. Forward-looking statements reflect various assumptions taken from Gerresheimer AG’s current business plan or from public sources which have not been independently verified or assessed by Gerresheimer AG and which may or may not prove to be correct. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors which could cause the earnings position, profitability, performance or the results of Gerresheimer AG or the success of the industries in which Gerresheimer AG operates to differ materially from the earnings position, profitability, performance or the results expressly or implicitly assumed or described in these forward-looking statements. In consideration of these risks, uncertainties and other factors, persons receiving this document are advised not to rely on these forward-looking statements. Gerresheimer AG does not assume any liability or guarantee for such forward-looking statements and will not adjust them to any future results and developments.
Information to Distributors
Pursuant to EU product governance requirements, the shares have been subject to a product approval process, under which each distributor has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II. Any distributor subsequently offering the shares is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels.
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Contact Investor Relations
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Gerresheimer is the global partner for pharmaceutics, biotech, healthcare, and cosmetics with a very broad product range for pharmaceutical and cosmetic packaging solutions and drug delivery systems. The company is an innovative solution provider from concept to delivery of the end product. Gerresheimer achieves its ambitious goals through a high level of innovative strength, industrial competence and concentration on quality and customer focus. In developing innovative and sustainable solutions, Gerresheimer relies on a comprehensive international network with numerous innovation and production centers in Europe, America and Asia. Gerresheimer produces close to its customers worldwide with around 11,000 employees and generated annual revenues in 2022 of EUR 1.82bn. With its products and solutions, Gerresheimer plays an essential role in people’s health and well-being.
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