REG - Goldman Sachs Intl Convatec Group PLC - PROPOSED SECONDARY OFFERING IN CONVATEC GROUP PLC

ConvaTecAnnouncement

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RNS Number : 8666H  Goldman Sachs International  17 November 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY
OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE
LAW. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN
THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 

PROPOSED SECONDARY OFFERING OF ORDINARY SHARES IN CONVATEC GROUP PLC BY NOVO
HOLDINGS A/S.

November 17, 2025

 

Novo Holdings A/S ("Novo Holdings") announces its intention to sell
approximately 155 million ordinary shares ("Ordinary Shares") in Convatec
Group plc ("Convatec"), representing approximately 7.8% of Convatec's issued
share capital. The sale will be conducted via a placing of Ordinary Shares in
Convatec to eligible institutional investors (the "Offering").

Ahead of the Offering, Novo Holdings has economically monetised all other
previously held Ordinary Shares in Convatec via derivative transactions with
hedge counterparties over time. These derivatives will be settled
simultaneously with the Offering and Novo Holdings will have no residual
position in Convatec thereafter.

The offer price will be determined by way of an accelerated bookbuilding
process which will commence immediately following this announcement and which
may close at any time on short notice. The results of the Offering will be
announced as soon as practicable after the closing of the bookbuilding
process.

No Ordinary Shares are being sold by Convatec, and Convatec will not receive
any proceeds from the Offering.

Goldman Sachs International ("Goldman Sachs") and Morgan Stanley & Co.
International Plc ("Morgan Stanley") are acting as Joint Global Coordinators
in connection with the Offering.

 

Enquiries:

Goldman Sachs
                +44 (0)20 7774 1000

Soren Moller-Rasmussen

Tom Hartley

Morgan
Stanley
+44 (0)20 7425 8000

Martin Thorneycroft

Emma Whitehouse

 

Important Notice

This announcement is not for publication or distribution or release, directly
or indirectly, in or into the United States of America (including its
territories and possessions, any state of the United States and the District
of Columbia), Canada, Australia or Japan or any other jurisdiction where such
an announcement would be unlawful. The distribution of this announcement may
be restricted by law in certain jurisdictions and persons into whose
possession this document or other information referred to herein comes should
inform themselves about and observe any such restriction. Any failure to
comply with these restrictions may constitute a violation of the securities
laws of any such jurisdiction. No action has been taken that would permit an
offering of the Ordinary Shares or possession or distribution of this
announcement in any jurisdiction where action for that purpose is required.

This announcement does not constitute or form part of an offer for sale or
solicitation of an offer to purchase or subscribe for securities in the United
States, Canada, Australia, Japan or any other jurisdiction where such offer or
solicitation would be unlawful. The Ordinary Shares 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, directly or indirectly, in
the United States, absent registration under or pursuant to an exemption from,
or transaction not subject to, the registration requirements of, the
Securities Act. No public offering of securities is being made in the United
States or in any other jurisdiction.

In member states of the European Economic Area ("EEA") (each, a "Relevant
Member State"), this announcement and any offer of Ordinary Shares if made
subsequently is directed exclusively at persons who are "qualified investors"
within the meaning of the Prospectus Regulation. For these purposes, the
expression "Prospectus Regulation" means Regulation (EU) 2017/1129.

In the United Kingdom this announcement is only being distributed to, and is
only directed at, and any investment or investment activity to which this
announcement relates is available only to, and will be engaged in only with,
persons who are "qualified investors" within the meaning of the UK Prospectus
Regulation and who are (i) investment professionals falling with Article 19(5)
of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (as amended) (the "Order"); or (ii) high net worth entities falling
within Article 49(2)(a) to (d) of the Order, or (iii) other persons to whom an
offer of the Ordinary Shares may otherwise be lawfully 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. For these purposes, the expression "UK
Prospectus Regulation" means Regulation (EU) 2017/1129 as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018.

No prospectus or offering document has been or will be prepared in connection
with the Offering. Any investment decision in connection with the Offering
must be made on the basis of all publicly available information relating to
Convatec and Convatec's shares. Such information has not been independently
verified. The information contained in this announcement is for background
purposes only and does not purport to be full or complete. No reliance may be
placed for any purpose on the information contained in this announcement or
its accuracy or completeness.

No representation or warranty, express or implied, is made by any of Goldman
Sachs or Morgan Stanley or any of their respective affiliates as to the
accuracy, completeness, verification or sufficiency of the information set out
in this announcement or such publicly available information, and nothing in
this announcement will be relied upon as a promise or representation in this
respect, whether or not to the past or future, and accordingly none of Goldman
Sachs or Morgan Stanley or any of their respective affiliates or any of their
respective directors, officers, employees, advisers or agents accepts any
responsibility or liability whatsoever for the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to Convatec, its subsidiaries
or associated companies, whether written, oral or in a visual or electronic
form, and howsoever transmitted or made available or for any loss howsoever
arising from any use of this announcement or its contents or otherwise arising
in connection therewith.

In connection with the Offering, Goldman Sachs and Morgan Stanley or any of
their respective affiliates acting as an investor for its own account may take
up as a portion of the Ordinary Shares as a principal position and in that
capacity may retain, purchase, sell, offer to sell for its own account such
Ordinary Shares and other securities of Convatec or related investments in
connection with the Offering or otherwise. In addition, Goldman Sachs and
Morgan Stanley or any of their respective affiliates may enter into financing
arrangements (including swaps and contracts for differences) with investors in
connection with which Goldman Sachs and Morgan Stanley (or any of their
respective affiliates) may from time to time acquire, hold or dispose of
Ordinary Shares. Accordingly, references to the shares being issued, offered,
subscribed, acquired, placed or otherwise dealt in should be read as including
any issue or offer to, or subscription, acquisition, placing or dealing by,
Goldman Sachs, Morgan Stanley and any of their respective affiliates acting as
investors for their own accounts. Goldman Sachs and Morgan Stanley do not
intend to disclose the extent of any such investment or transactions otherwise
than in accordance with any legal or regulatory obligations to do so.

This announcement does not purport to identify or suggest the risks (direct or
indirect) which may be associated with an investment in Convatec or Convatec's
shares.

Each of Goldman Sachs and Morgan Stanley which are authorised by the
Prudential Regulatory Authority ("PRA") and regulated by the Financial Conduct
Authority ("FCA") and the PRA, are acting on behalf of Novo Holdings only in
connection with the Offering and no one else, and will not be responsible to
anyone other than Novo Holdings for providing the protections offered to
clients of Goldman Sachs and Morgan Stanley nor for providing advice in
relation to the Ordinary Shares or the Offering.

 

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