NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN.
Announcement of terms of the Offering, publication of Prospectus and commencement of Bookbuilding and Application Periods
Offering highlights
- The offering will comprise of 100,000,000 shares, equivalent to approximately 15% of Marel’s total issued share capital. Thereof, 90,909,091 will be newly issued ordinary shares and 9,090,909 ordinary shares will be, if exercised, issued as part of a customary overallotment option granted by Marel.
- The indicative price range for the offer shares will be between EUR 3.40 to EUR 3.90 per Offer Share.
- The Prospectus for this offering has been approved by and filed with the Financial Supervisory Authority of Iceland (the “FME”) and is available on www.marel.com/listing/prospectus.
- The bookbuilding period for the institutional offering will commence on 29 May 2019 at 09:00 hours (CEST) and end on or around 6 June 2019 at 13:00 hours (CEST). The subscription period for the retail offering will commence on 29 May 2019 at 09:00 hours (CEST) and end on or around 5 June 2019 at 17:30 hours (CEST).
- Funds and accounts under management by BlackRock and Credit Suisse Asset Management (Switzerland) Ltd. have made a commitment to subscribe for, in aggregate, up to EUR 102 million of shares throughout the price range, acting as cornerstone investors, representing 26.2-28.6% of the Offer Shares (as defined below), and 3.4-3.7% of the company’s outstanding share capital post the Offering.
Árni Oddur Thórdarson, CEO, commented:
“Today marks yet another step on our journey to trading Marel’s shares on Euronext Amsterdam, which we expect to achieve on 7 June. Today, Marel is a leading global provider of advanced processing equipment, systems, software and services to the poultry, meat and fish industries, and a listing on an international stock exchange like Euronext is a logical next step. This dual listing will support our target of 12% average annual revenue growth in 2017-2026, which we aim to achieve through innovation and market penetration, in addition to strategic partnerships and acquisitions. Marel is positioned to capitalize on secular growth trends which support the highly attractive end markets in which it operates. We remain committed to transforming the way food is processed to meet rising consumer demands for high quality food that is produced in a sustainable way.”
Reference is made to the announcement published by Marel hf. (“Marel”) on 20 May 2019 regarding Marel’s intention to proceed with a public offering and listing on Euronext Amsterdam (the “Offering”), in addition to Marel’s listing on Nasdaq Iceland.
The Offer Shares (as defined below) will be offered for sale within an indicative price range of between EUR 3.40 to EUR 3.90 per Offer Share (the “Offer Price Range”), with the final ISK price per Offer Share to be set on day of pricing.
The offering will comprise of 90,909,091 newly issued ordinary shares (“New Shares”). In addition, the Company has granted the Joint Global Coordinators (as defined below), on behalf of the Managers (as defined below) a customary overallotment option of up to 9,090,909 ordinary shares (“Additional Shares”, and together with the New Shares, the ”Offer Shares”) to cover short positions resulting from any over-allotments or stabilisation transactions, if any, made in connection with the Offering. The overallotment option is exercisable in whole or in part by the Joint Global Coordinators, on behalf of the Managers, for 30 calendar days after the First Trading Date. The Offer Shares Assuming exercise of the overallotment option, the offering will comprise of up to 100,000,000 shares, equivalent to approximately 15% of Marel’s total issued share capital.
Cornerstone commitment
Funds and accounts under management by BlackRock have committed to subscribe for Offer Shares at the final offer price for an amount of EUR 63 million, equivalent to 16.2-18.6 million shares throughout the Offer Price Range. In addition, Credit Suisse Asset Management (Switzerland) Ltd. has committed to subscribe for 10 million shares at the final offer price, representing a commitment of EUR 34-39 million throughout the Offer Price Range. Total combined commitments correspond to up to EUR 102 million, representing 26.2-28.6% of the Offer Shares, and 3.4-3.7% of the company’s outstanding share capital following completion of the Offering. Each cornerstone investors’ commitment is subject to a maximum offer price of EUR 3.90 per share and other customary conditions. The cornerstone investors will not be subject to a lock-up in respect of their allocations.
Offering details
Following the Offering, shares will be transferable between Nasdaq Iceland and Euronext Amsterdam under standard T+2 settlement.
The free float following the sale of the New Shares is expected to be around 75.0% and will increase to 75.3% assuming that the overallotment option is exercised in full.
Marel has agreed to a customary lock-up period of 180 days from the date of settlement. Certain members of Marel’s management and Board of Directors have agreed to a lock-up period of 180 days from the date of settlement. Marel’s largest shareholder, Eyrir Invest hf., has agreed to a lock-up period of 180 days from the date of settlement. The lock-up agreements are subject to certain exceptions as further described in the Prospectus.
The Offering will comprise the following:
- a public offering in the Netherlands and Iceland and
- private placements to certain institutional investors in various other jurisdictions, including: a private placement in the United States of America to persons reasonably believed to be "qualified institutional buyers" as defined in, and in reliance on, Rule 144A under the US Securities Act of 1933, as amended (the “US Securities Act”) or pursuant to another available exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act; a private placement to institutional buyers outside the United States, where all offers and sales will be made in compliance with Regulation S under the US Securities Act.
Prospectus approved and filed with the Financial Supervisory Authority
Further details of the Offering and the terms thereof are set out in the Prospectus, which has been approved by the Financial Supervisory Authority of Iceland (the “FME”) and published today and Marel has requested that the FME notify the Netherlands Authority for the Financial Markets by providing a certificate of approval of the Prospectus.
The Prospectus and the application form for the retail offering are, subject to regulatory restrictions in certain jurisdictions, handled via Dutch financial intermediaries in relation to the Dutch Retail Offering and via an electronic subscription system operated by Arion banki hf. and Landsbankinn hf. in relation to the Icelandic Retail Offering from the commencement of the Bookbuilding Period and the Application Period (each term as defined below). Electronic copies can be obtained on www.marel.com/listing/prospectus and hard copies of the Prospectus may also be obtained free of charge at Marel's offices at Austurhraun 9, Gardabaer, IS-210 Iceland.
Timeline and Offering period
The bookbuilding period for the institutional offering will commence on 29 May 2019 at 09:00 hours (CEST) / 07:00 hours (GMT) and end on or around 6 June 2019 at 13:00 hours (CEST) / 11:00 hours (GMT) (the "Bookbuilding Period"), and the subscription period for the retail offering will commence on 29 May 2019 at 09:00 hours (CEST) / 07:00 hours (GMT) and end on or around 5 June 2019 at 17:30 hours (CEST) / 15:30 hours (GMT), (the "Application Period"), both subject to shortening or extensions.
The Offer Price and the final number of Offer Shares will be determined by Marel in consultation with the Joint Global Coordinators, after completion of the Bookbuilding Period. The announcement of the Offer Price is expected to take place on or around 6 June 2019 with conditional trading of the Shares on Euronext Amsterdam expected to commence on or around 7 June 2019 under the ticker "MAREL" and ISIN IS0000000388.
During the Bookbuilding Period, the company will publish notifications on the bookbuilding process and price range as applicable.
Citi and J.P. Morgan are acting as Joint Global Coordinators (the “Joint Global Coordinators”) for the Offering and dual listing. ABN Amro, ING and Rabobank are acting as Joint Bookrunners. Arion Bank and Landsbankinn are acting as Joint-Lead Managers and Icelandic Retail Managers. The Joint Global Coordinators, the Joint Bookrunners and the Joint-Lead Managers are collectively referred to as the “Managers”). STJ Advisors is acting as independent financial advisor to Marel on the dual listing.
Marel Investor Relations
For further information, please contact:
Tinna Molphy
tinna.molphy@marel.com and tel. + 354 563 8001
Media Relations
International
FTI Consulting
Alex Le May
marel@fticonsulting.com and tel. +4420 3727 1340
Matthew O’Keeffe
marel@fticonsulting.com and tel. +4420 3727 1340
Netherlands
Bickerton Strategies
Ian Bickerton
Ian@bickertonstrategies.com and tel. +31 62501 8512
David Brilleslijper
David@bickertonstrategies.com and tel. +31 61094 2514
Iceland
Marel
Audbjörg Ólafsdóttir
Audbjorg.olafsdottir@marel.com and tel. +354 853 8626
DISCLAIMER
These materials are not for release, distribution or publication, whether directly or indirectly and whether in whole or in part, into or in the United States, Canada, Australia, South Africa or Japan or any (other) jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
These materials are for information purposes only and are not intended to constitute, and should not be construed as, an offer to sell or a solicitation of any offer to buy the securities of Marel hf. (the “Company”, and such securities, the “Securities”) in the United States, Canada, Australia, South Africa or Japan or in any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction.
The Securities are not and will not be registered under the U.S. 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. The Company has no intention to register any part of the offering in the United States or make a public offering of Securities in the United States.
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"). 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.
The Company has not authorised any offer to the public of Securities in any Member State of the European Economic Area other than the Netherlands and Iceland. With respect to any Member State of the European Economic Area, other than the Netherlands and Iceland, which has implemented the Prospectus Directive (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 (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State.
No action has been taken by the Company 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 where action for that purpose is required.
The release, publication or distribution of these materials in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which they are released, published or distributed, should inform themselves about, and observe, such restrictions.
This announcement does not constitute a prospectus. An offer to acquire Securities pursuant to the proposed offering will be made, and any investor should make his investment, solely on the basis of information that will be contained in the prospectus to be made generally available in the Netherlands and Iceland in connection with such offering. When made generally available, copies of the prospectus may be obtained at no cost from the Company or through the website of the Company.
Citigroup Global Markets Limited and J.P. Morgan Securities plc (the “Joint Global Coordinators”), ABN AMRO Bank N.V., ING Bank N.V. and Coӧperative Rabobank U.A. (together with the Joint Global Coordinators, the “Joint Bookrunners”) and Arion Banki hf. and Landsbankinn hf. (the “Joint Lead Managers” and, together with the Joint Global Coordinators and the Joint Bookrunners, the “Managers”) act exclusively for the Company and no-one else in connection with any offering of Securities and will not be responsible to anyone other than the Company for providing the protections afforded to their respective customers or for providing advice in relation to any offering or any transaction or arrangement referred to herein.