REG-Citigroup Global Markets Limited Full Exercise of the Over-Allotment Option and Post-Stabilisation Notice
. Full Exercise of the Over-Allotment Option and Post-Stabilisation Notice
Full Exercise of the Over-Allotment Option
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 €3.70, equal to the offer price in the Offering, for an aggregate consideration of approximately €33.6 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:
Issuer: |
Marel hf. (“Issuer”) |
Securities: |
Ordinary shares of the Issuer (“Shares”) (ISIN: IS0000000388) |
Offer size: |
90,909,091 Ordinary Shares (excluding the Over-allotment Option) |
Offer price: |
3.70 EUR per Ordinary Share |
Stabilisation: |
|
Stabilising Manager(s): |
In relation to the Shares listed on Nasdaq Iceland, Citigroup Global Markets Limited acting through Arion Banki hf. In relation to the Shares listed on Euronext Amsterdam, Citigroup Global Markets Limited. |
Stabilisation period start: |
7 June 2019 |
Stabilisation period end: |
5 July 2019 at the latest |
Maximum size of over-allotment facility: |
9,090,909 Shares |
Stabilisation trading venues: |
Nasdaq Iceland (No OTC) Euronext Amsterdam (No OTC) 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.
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Citigroup Global Markets Limited