Azelis Announces the Successful Placement of New Shares via an Accelerated Bookbuilding for a Total Amount of €200 Million
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Regulatory News:
Azelis (Brussels:AZE):
- As announced on 16th May 2023, Azelis (the “Company”), a leading global innovation service provider in the specialty chemicals and food ingredients industry, launched on a non-pre-emptive basis a capital increase via an accelerated bookbuild offering of shares (the “Offering”).
- The Company announces that it has raised total proceeds of €200 million following the issuance of 10,075,566 new shares to institutional investors, corresponding to approximately 4.3% of the outstanding shares before the Offering, at a price of €19.85 per share, representing a 4.9% discount to the closing price on May 16, 2023 of €20.88. The book was multiple times oversubscribed.
- Azelis continues to benefit 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).
- The new shares will benefit from participation in the dividend expected to be paid on June 23, 2023.
Expected admission to trading of the new shares on the Euronext Brussels regulated market
The Company expects the new shares to be admitted to trading on the Euronext Brussels regulated market immediately after their issue, expected to take place on May 19, 2023.
Joint Global Coordinators
Goldman Sachs International and J.P. Morgan SE are acting as Joint Global Coordinators.
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.
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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.
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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.
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