EQS-Adhoc: HOCHDORF Holding AG: Launch of mandatory convertible securities

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HOCHDORF Group Press Release: Launch of mandatory convertible securities

Launch of the mandatory convertible securities

Hochdorf, 13 March 2017 - HOCHDORF Holding AG launches an offering of mandatory convertible securities in the amount of CHF 218,490,000 due 2020 to finance, in part, the acquisition of a majority stake in the Pharmalys Group.

HOCHDORF Holding AG announces today the launch of an offering of mandatory convertible securities due 2020 in an aggregate amount of CHF 218,490,000, of which a maximum of CHF 131,005,000 is reserved for the partial financing of the 51% stake in the Pharmalys Group. For this portion of the mandatory convertible securities, the advance subscription rights of existing shareholders is excluded in favor of the seller, Amir Mechria. The gross proceeds of CHF 87,485,000 from the issuance of the remaining mandatory convertible securities for which advance subscription rights of existing shareholders is granted will be used for general corporate funding purposes.

The Pharmalys Group is a leading distributor of infant nutrition based on milk and cereals under its own brands Primalac, Swisslac and Swisslac Cereals. The products are sold to end consumers in over 40 countries in the Near East, Africa and Asia. The companies of the Pharmalys Group realized 2016 consolidated sales of CHF 63.6 million with an operating profit (EBIT) of CHF 14.9 million.

Neue Helvetische Bank is acting as lead manager for the mandatory convertible securities and our important shareholders, ZMP Invest AG, Luzern, and Innovent Holding AG, Wollerau, have irrevocably agreed to fully exercise their advance subscription rights for mandatory convertible securities and to purchase, at the issue price, all remaining mandatory convertible securities not subscribed for by existing shareholders in the offering.

The main terms and conditions of the mandatory convertible securities are as follows:

Disclaimer
This document does not constitute an offer to buy or to subscribe for securities or shares of HOCHDORF Holding AG nor a prospectus within the meaning of Articles 652a or 1156 of the Swiss Code of Obligations or a listing prospectus within the meaning of the Listing Rules of SIX Swiss Exchange. Investors should make their decision to buy or exercise securities solely based on the prospectus dated 10 March 2017 which is available free of charge from Neue Helvetische Bank AG, Zurich, Switzerland (telephone: +41 (0)44 204 56 19; email: [email protected]) and HOCHDORF Holding AG (telephone: +41 (0)41 914 65 62, email: [email protected]). Investors are furthermore advised to consult their bank or financial adviser before making any investment decision.

This document is not for distribution, directly or indirectly, in or into the United States (including its territories and dependencies, any state of the United States and the District of Columbia), Canada, Japan, Australia or any jurisdiction into which the same would be unlawful. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy the securities or shares of HOCHDORF Holding AG, in any jurisdiction in which such offer or solicitation would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction.

The securities and HOCHDORF Holding AG shares have not been and will not be registered under the US securities Act of 1933, as amended (the "Securities Act") or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The securities and the HOCHDORF Holding AG shares have not been approved or disapproved by the US Securities and Exchange Commission, any state's securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the securities or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States. Subject to certain exceptions, the securities and the HOCHDORF Holding AG shares are being offered and sold only outside the United States in accordance with Regulation S under the Securities Act. There will be no public offer of the securities in the United States.

The information contained herein does not constitute an offer of securities to the public in the United Kingdom. No prospectus to the public on the securities 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 EEA Member State that has implemented Directive 2003/71/EC (together with 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.