Givaudan successfully completes Rights Offering
This announcement and the information contained herein are not for distribution in or into the United States of America and must not be distributed to U.S. persons (as defined in Regulation S of the U.S. Securities Act of 1933, as amended (“Securities Act”)) or to publications with a general circulation in the United States. This announcement does not constitute an offer to sell or a solicitation of an offer to purchase any securities in the United States. The securities of Givaudan SA have not been and will not be registered under the Securities Act and may not be offered, sold or delivered within the United States or to U.S. persons absent registration under or an applicable exemption from the registration requirements of the Securities Act. There will be no public offer of securities of Givaudan SA in the United States.
Givaudan SA (“Givaudan”) has successfully completed its CHF420 million rights offering, which was announced on June 11, 2009. Givaudan’s share capital has been increased from CHF 74’971’770 to CHF 84’968’010 through the issuance of 999,624 new registered shares with a nominal value of CHF10 each (“New Shares”).
The subscription price was CHF420 per new share. By the end of the rights exercise period, which closed at 12.00 CEST on June 24, 2009, subscription rights for 996’488 New Shares had been exercised, representing approximately 99.7% of all 999,624 New Shares offered. The remaining 3’136 New Shares for which subscription rights were not duly exercised during the rights exercise period will be sold by the Joint Bookrunners Nomura International plc and UBS Investment Bank in open market transactions today.
Trading in the New Shares on SIX Swiss Exchange is expected to commence today. Payment against delivery of New Shares (settlement) is scheduled to take place on June 29, 2009.
For further information please contact
T +41 22 780 9093
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 rights), 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
This announcement constitutes neither an offer to sell nor a solicitation to buy any securities. It does not constitute a prospectus pursuant to art. 652a and/or 1156 of the Swiss Code of Obligations or art. 32 et seq. of the SIX Swiss Exchange Listing Rules.
United States of America
This announcement and the information contained herein are not for distribution in or into the United States of America and must not be distributed to U.S. persons (as defined in Regulation S of the U.S. Securities Act of 1933, as amended (“Securities Act”)) or to publications with a general circulation in the United States. This announcement does not constitute an offer to sell or a solicitation of an offer to purchase any securities in the United States. The securities of Givaudan SA have not been and will not be registered under the Securities Act and may not be offered, sold or delivered within the United States or to U.S. persons absent registration under or an applicable exemption from the registration requirements of the Securities Act. There will be no public offer of securities of Givaudan SA in the United States.
UK
This announcement is directed only to persons (i) who are outside the United Kingdom or (ii) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (as amended) (the “Order”) or (iii) who fall within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Order (all such persons together being referred to as “Relevant Persons”). Any person who is not a Relevant Person must not act or rely on this communication or any of its contents. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with Relevant Persons.
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 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 (iii) 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.