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Final terms of Shareholder Warrants 2009

06 Apr 2009

This announcement is not an offer for sale of securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account of, benefit of, any US person.

Copies of this announcement are not being mailed or otherwise distributed in or into or made available in the United States. Persons receiving this announcement must not distribute or send this annoucement in, into or from the United States.

Geneva, Switzerland, 6 April 2009 – Givaudan announced today the final terms of the Shareholder Warrants in line with the decision of the Annual General Meeting that took place on 26 March 2009.

Givaudan shareholders will receive one Shareholder Warrant for each Givaudan share held after market close on 8 April 2009. Thirty-one (31) Shareholder Warrants shall give the right to purchase one new Givaudan share by paying the strike price of CHF 330.  7'112'095 Shareholder Warrants will be issued.

The Shareholder Warrants can be exercised from 9 April 2009 until on 27 April 2009 12:00 noon (CET).  The shareholder warrants will be listed and traded on SIX Swiss Exchange from 9 April 2009 until 24 April 2009.

Expected timetable

Date

Event

8 April 09

  • Record date

9 April 09

  • Payment of cash dividend of CHF 10 per share and allotment of one shareholder warrant per share (ex-dividend and ex-warrant date)
  • Commencement of trading period of shareholder warrant on SIX Swiss Exchange
  • Commencement of exercise period of shareholder warrant

24 April 09

  • Last trading day of shareholder warrant

27 April 09

  • Last exercise day of shareholder warrant (12:00 noon CET)

28 April 09

  • Expected publication of final results of exercise of Shareholder Warrants 2009

 

For further information please contact:
Peter Wullschleger, Givaudan Investor & Media Relations
5, chemin de la Parfumerie, CH-1214 Vernier
T +41 22 780 90 93, F +41 22 780 90 90
E-mail: peter_b.wullschleger@givaudan.com



 

FORWARD-LOOKING STATEMENTS

This announcement may include forward-looking statements and information relating to Givaudan SA ("Givaudan") and its subsidiaries (the "Group") that are based on the current expectations, estimates and projections of the management and information currently available to the Group. Forward-looking statements may be, but are not necessarily, identified by words like "believe", "anticipate", "intend", "target", "estimate", "plan", "assume", "may", "will", "could" and similar expressions. These forward-looking statements are subject to known and unknown risks (including the risks listed in the risk factors section of the prospectus for the warrants), uncertainties, and other factors, that may cause the actual results of operations, financial condition, performance and achievements of the Group to be materially different from any future results, financial condition, performance or achievements expressed or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements. Givaudan undertakes no obligation to publicly revise or update any forward-looking statements, whether as a result of new information, future events or otherwise.

 

SELLING RESTRICTIONS

Pursuant to applicable Swiss law, this document constitutes neither an offer to sell nor a solicitation to buy any securities and it does not constitute a prospectus pursuant to Art. 652a of the Swiss Code of Obligations or Art. 32 et seqq. of the SIX Swiss Exchange Listing Rules.

 

United States of America

This announcement is not an offer for sale of securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account of, benefit of, any US person.

 

Copies of this announcement are not being mailed or otherwise distributed in or into or made available in the United States. Persons receiving this announcement must not distribute or send this annoucement in, into or from the United States.

 

European Economic Area

This announcement does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase, shares nor shall it (or any part of it), or the fact its release and/or distribution, form the basis of, or be relied on in connection with, any contract or commitment whatsoever for such shares.  This announcement does not comprise a prospectus within the meaning of article 3 of Directive 2003/71/EC.

 

This announcement is directed only at persons who (i) are outside the United Kingdom or (ii) have appropriate professional experience in matters relating to investments or to whom this announcement may otherwise be directed without contravention of the Financial Services and Markets Act 2000 or any other legislation applicable to persons in the United Kingdom (all such persons together being referred to as “Relevant Persons”).  This announcement is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons.  Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

 

Other Jurisdictions

The exercise of the Shareholder Warrants will be subject to further restrictions for shareholders in certain jurisdictions, in particular in Australia, Canada, Hong Kong, and Japan where shareholders may not exercise the Shareholder Warrants and the new Shares are not offered.