Citigroup Global Markets Limited Full Exercise of the Over-Allotment Option and Post-Stabilisation Notice
June 25 2019 - 12:09PM
UK Regulatory
TIDM0MDB
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, INTO OR WITHIN THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION
WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
Marel hf.
In connection with the Offering of shares in Marel hf. and
further to the Stabilisation Notice dated 7 June 2019, Citigroup
Global Markets Limited hereby announces that it has fully exercised
the Over-Allotment option for 9,090,909 shares of the Company out
of the up to 9,090,909 Over-Allotment shares granted by Marel hf.
The purchase price of the option shares is EUR3.70, equal to the
offer price in the Offering, for an aggregate consideration of
approximately EUR33.6 million.
Further to the Stabilisation Notice dated 7 June 2019, Citigroup
Global Markets Limited hereby gives notice that the stabilising
managers named below did not undertake stabilisation (in accordance
with Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016
supplementing Regulation (EU) No 596/2014 and the Icelandic Act on
Securities Transactions No. 108/2007 and Regulation No 630/2005) in
relation to the offer of the following securities:
The securities:
Marel hf. ("Issuer")
Issuer:
Securities: Ordinary shares of the Issuer ("Shares") (ISIN: IS0000000388)
Offer 90,909,091 Ordinary Shares (excluding the Over-allotment Option)
size:
Offer 3.70 EUR per Ordinary Share
price:
Stabilisation:
Stabilising In relation to the Shares listed on Nasdaq Iceland, Citigroup Global Markets Limited acting through Arion Banki hf.
Manager(s): In relation to the Shares listed on Euronext Amsterdam, Citigroup Global Markets Limited.
Stabilisation 7 June 2019
period
start:
Stabilisation 5 July 2019 at the latest
period
end:
Maximum 9,090,909 Shares
size
of
over-allotment
facility:
Stabilisation Nasdaq Iceland (No OTC)
trading Euronext Amsterdam (No OTC)
venues: And other order-book venues (e.g. Turquoise, BATS, Chi-X)
Over-allotment
Option:
Terms: The Issuer has granted Citigroup Global Markets Limited, in its capacity as stabilisation manager, on behalf of the underwriters, the option to acquire up to an additional 9,090,909 Shares at the Offer price (representing up to 10% of the Offer size).
Duration: This option may be exercised, in whole or in part, for 30 calendar days after 7 June 2019.
Disclaimer
In connection with the offer of the above securities, the
Stabilising Manager, on behalf of the underwriters, may over-allot
the securities or effect other transactions with a view to
supporting the market price of the securities at a level higher
than that which might otherwise prevail in the open market.
However, the Stabilising Manager will not be required to enter into
such transactions and there is no assurance that the Stabilising
Manager will take any stabilisation action and any stabilisation
action, if begun, may be ended at any time. Any stabilisation
action or overallotment shall be conducted in accordance with all
applicable laws and rules.
This announcement is for information purposes only and does not
constitute an invitation or offer to underwrite, subscribe for or
otherwise acquire or dispose of any securities of the Issuer in any
jurisdiction.
The information contained in this announcement is restricted and
is not for release, publication or distribution, directly or
indirectly, in whole or in part, into or within the United States,
Australia, Canada, Japan or South Africa or any other jurisdiction
where it is unlawful to distribute this announcement.
Marel hf. has not authorised any offer to the public of
securities in any Member State of the European Economic Area,
except in Iceland and the Netherlands. With respect to any Member
State of the European Economic Area which has implemented the
Prospectus Directive other than Iceland and the Netherlands (each a
"Relevant Member State"), no action has been undertaken or will be
undertaken to make an offer to the public of securities requiring
publication of a prospectus in any Relevant Member State. As a
result, the securities may only be offered in Relevant Member
States:
i. to any legal entity which is a "qualified investor" as
defined in the Prospectus Directive; or
ii. in any other circumstances falling within Article 3(2) of
the Prospectus Directive.
For the purpose of this paragraph, the expression "offer of
securities to the public" means the communication in any form and
by any means of sufficient information on the terms of the offer
and the securities to be offered so as to enable the investor to
decide to exercise, purchase or subscribe for the securities, as
the same may be varied in that Member State by any measure
implementing the Prospectus Directive in that Member State and the
expression "Prospectus Directive" means Directive 2003/71/EC (as
amended, including by Directive 2010/73/EU), and includes any
relevant implementing measure in the Relevant Member State.
In the United Kingdom, this document and any other materials in
relation to the securities is only being distributed to, and is
only directed at, and any investment or investment activity to
which this document relates is available only to, and will be
engaged in only with, "qualified investors" (as defined in section
86(7) of the Financial Services and Markets Act 2000) and who are
(i) persons having professional experience in matters relating to
investments who fall within the definition of "investment
professionals" in Article 19(5) of the Financial Services and
Markets Act 2000 ("Financial Promotion") Order 2005 (the "Order");
or (ii) high net worth entities falling within Article 49(2)(a) to
(d) of the Order (all such persons together being referred to as "
relevant persons"). This communication is directed only at relevant
persons. Persons who are not relevant persons should not take any
action on the basis of this document and should not act or rely on
it. Any investment activity to which this communication relates
will only be available to and will only be engaged with, relevant
persons. No action has been taken by Marel hf. that would permit an
offer of securities or the possession or distribution of these
materials or any other offering or publicity material relating to
such securities in any jurisdiction, except for Iceland and the
Netherlands, where action for that purpose is required.
This announcement is not an offer of securities for sale into
the United States. The securities have not been, and will not be,
registered under the United States Securities Act of 1933, as
amended (the "Securities Act") and may not be offered or sold in
the United States absent registration or an exemption from the
registration requirements of the Securities Act. There will be no
public offer of securities in the United States.
View source version on businesswire.com:
https://www.businesswire.com/news/home/20190625005840/en/
This information is provided by Business Wire
(END) Dow Jones Newswires
June 25, 2019 13:09 ET (17:09 GMT)
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