FLSmidth & Co. A/S to issue up to 6,400,000 new shares in a directed issue and private placement
Company announcement 13-2021 – 9 September 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
The Board of Directors of FLSmidth & Co. A/S (FLSmidth or the Company) has resolved to launch an offering of new shares at market price (the Offering). The Offering will be completed through an accelerated book-building process and will consist of up to 6,400,000 new shares of DKK 20 each (the New Shares), representing up to 12.49% of FLSmidth's currently registered share capital in a private placement directed at institutional and professional investors in Denmark and certain other jurisdictions.
Background for the Offering
The net proceeds from the Offering are intended to be used for payment of the purchase price in respect of the Company’s contemplated acquisition of Thyssenkrupp AG’s mining business as announced in Company Announcement No. 7 2021 and other costs related to the acquisition such as integration expenses. Any residual net proceeds from the Offering will be used for general corporate purposes.
The Offering will be made pursuant to applicable exemptions from the obligation to publish a prospectus as a directed issue and private placement to eligible institutional and professional investors in Denmark and in certain other jurisdictions at market price and without pre-emption rights for FLSmidth's existing shareholders. The Offering is not underwritten.
The books for the Offering will open with immediate effect and can close at any time. The offer price will be determined after the close of the accelerated book-building process. The result of the Offering, the offer price and allocation are expected to be announced as soon as practicable thereafter.
FLSmidth, the Board of Directors, the Group CEO and the Group CFO have each agreed to a 180-day lock-up period in relation to shares in FLSmidth towards the Managers. The lock-up undertakings are subject to certain customary exemptions.
Resolution on share capital increase
The decision to launch an offering of up to 6,400,000 New Shares in a directed issue is made pursuant to Article 4a(3) in FLSmidth’s Articles of Association pursuant to which the Board of Directors is authorised to make share capital increases without pre-emption rights for the existing shareholders.
If fully subscribed, the nominal value of the share capital increase will represent 12.49% of FLSmidth’s current registered share capital of DKK 1,025,000,000, and will account for 11.10% of FLSmidth's registered share capital upon completion of the share capital increase. Following completion of the Offering and assuming the Offering is fully subscribed, the registered share capital of FLSmidth will amount to DKK 1,153,000,000 divided into 57,650,000 shares of DKK 20 each.
Admission to trading and official listing
The New Shares will be issued under the temporary ISIN code DK0061674975. No application for admission to trading and official listing has been, or will be, filed for the New Shares issued under the temporary ISIN code, and the temporary ISIN code will only be registered with VP Securities A/S for subscription of the New Shares. The temporary ISIN code in VP Securities A/S will be merged with the permanent ISIN code for the existing shares, DK0010234467, as soon as possible following registration of the share capital increase with the Danish Business Authority. The New Shares are expected to be admitted to trading and official listing on Nasdaq Copenhagen A/S on or around 15 September 2021.
Expected timetable for the Offering
Books will open immediately and can close at any time.
The admission to trading and official listing of the New Shares is subject to the Offering not being withdrawn prior to the settlement of the Offering and the Company making an announcement to that effect.
|10 September 2021||Pricing and allocation – announcement of subscription price|
|14 September 2021||Settlement and payment against delivery of the New Shares|
|14 September 2021||Registration of the capital increase with the Danish Business Authority|
|15 September 2021||Admission to trading and official listing of the New Shares on Nasdaq Copenhagen A/S|
The New Shares
The New Shares will rank pari passu in all respects with existing shares in FLSmidth. The New Shares will be negotiable instruments, and no restrictions will apply to their transferability. No shares, including the New Shares, carry or will carry any special rights. Rights conferred by the New Shares, including voting rights and dividend rights, will apply from the time when the capital increase is registered with the Danish Business Authority. The New Shares must be registered in the name of the holder in the Company’s register of shareholders. If the Offering is oversubscribed, an individual allocation of the New Shares will be made.
Danske Bank A/S, Nordea Danmark, Filial af Nordea Bank Abp, Finland and J.P. Morgan AG (the Managers) act as Joint Global Coordinators and Joint Bookrunners in connection with the Offering.
FLSmidth provides sustainable productivity to the global mining and cement industries. We deliver market-leading engineering, equipment and service solutions that enable our customers to improve performance, drive down costs and reduce environmental impact. Our operations span the globe and we are close to 10,200 employees, present in more than 60 countries. In 2020, FLSmidth generated revenue of DKK 16.4 billion. MissionZero is our sustainability ambition towards zero emissions in mining and cement by 2030.
This company announcement contains forward-looking statements. These statements are not guarantees of future performance and involve certain risks and uncertainties, in particular this announcement should not be construed as a confirmation neither that the Offering will complete, nor of the deal size or the price. Therefore, actual future results may differ materially from what is forecast in this announcement due to a variety of factors.
This announcement is intended for the sole purpose of providing information. Persons needing advice should consult an independent financial adviser. This announcement does not constitute an investment recommendation.
This announcement is not a prospectus and investors should not purchase any securities referred to in this announcement on the basis of this announcement. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change. No obligation is undertaken to update this announcement or to correct any inaccuracies except as required by applicable laws, and the distribution of this announcement shall not be deemed to be any form of commitment on the part of the Company to proceed with any transaction or arrangement referred to herein. This announcement has not been approved by any competent regulatory authority.
This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with or act as an inducement to enter into, any contract or commitment whatsoever. The transactions described in this announcement and the distribution of this announcement and other information in connection with the transactions in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any document or other information referred to herein comes should inform themselves about, and observe, any such restrictions.
In particular, this announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in the United States (including its territories and possessions, any state of the United States and the District of Columbia, the United States), Australia, Canada, Japan or South Africa, or in any jurisdiction to whom or in which such offer or solicitation is unlawful (Excluded Territories). Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. The securities referred to in this announcement have not been, and will not be, registered under the U.S. Securities Act of 1933 as amended (the U.S. Securities Act) or under the securities laws of any state of the United States, and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States absent registration except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. Subject to certain limited exceptions, the securities referred to in this announcement would only be offered or sold outside the United States. The securities referred to in this announcement have not been and will not be registered under any applicable securities laws of any state, province, territory, county or jurisdiction of the Excluded Territories. Accordingly, such securities may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in or into the Excluded Territories or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration of such securities in, the relevant jurisdiction. There will be no public offer of securities in the United States or elsewhere.
This announcement has been prepared on the basis that any offers of securities referred to herein in any Member State of the EEA or the United Kingdom will be made pursuant to an exemption under Regulation (EU) 2017/1129 on prospectuses (the Prospectus Regulation) from the requirement to publish a prospectus for offers of such securities. The information set forth in this announcement is only being distributed to, and directed at, persons in Member States of the EEA or the United Kingdom who are qualified investors (Qualified Investors) within the meaning of Article 2(1)(e) of the Prospectus Regulation.
In addition, in the United Kingdom, this announcement is only being communicated to, is directed only at Qualified Investors (i) who are “investment professionals” falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the Order),(ii) high net worth entities falling within Article 49(2)(a)-(d) of the Order or (iii) persons to whom it may otherwise lawfully be communicated, all such persons together being referred to as Relevant Persons.
Under no circumstances should persons who are not Relevant Persons rely or act upon the contents of this announcement. Any investment or investment activity to which this announcement relates is not available to and may not be engaged with, persons (i) in any Member States or the EEA who are not Qualified Investors, or (ii) in the United Kingdom who are not Relevant Persons.
None of the Company, the Managers or any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company 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.
This announcement does not constitute an investment recommendation. The price and value of securities and any income from them can go down as well as up and you could lose your entire investment. Past performance is not a guide to future performance. Information in this announcement cannot be relied upon as a guide to future performance.
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