DO NOT DISCLOSE, PUBLISH OR DISTRIBUTE, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR PUBLICATION MAY BE ILLEGAL.
Brussels, 17 December 2015 --- SOLVAC announces that during the subscription period with rights, which ended on 15 December 2015 at CET 16:00, 5.340.500 new SOLVAC shares have been subscribed, representing 87,45 % of the maximum number of new shares offered in subscription.
The 1.916.631 non exercised rights at the end of the subscription period have been automatically converted in an equal number of scrips which shall be sold during the auction procedure organised by Euronext Brussels on 18 December 2015 at CET 14:30, under the ISIN code BE0970144474. The buyers of scrips must subscribe to the new shares at the same price (EUR 74 per new share) and the same ratio (5 scrips for 2 new shares) than the subscription with rights. The net proceeds, if any, from the sale of scrips shall be distributed proportionally among the holders of rights which have not exercised or sold their rights during the subscription period and shall be paid in principle before 31 December 2015. However, if the net proceeds from the sale divided by the total number of scrips is less than EUR 0,01, it shall be transferred to SOLVAC.
The result of the subscriptions of new shares resulting from the sale of the scrips and the amount, if any, due to the holders of non exercised rights will be disclosed by a press release and on the website of SOLVAC on 19 December 2015.
The newly issued shares shall be traded on the regulated market of Euronext Brussels as from 22 December 2015 (ISIN code: BE0003545531).
A prospectus was approved by the Financial Services and Markets Authority on 2 December 2015. Subject to the restrictions set out in the prospectus, it is available in French and in Dutch on the SOLVAC website (www.solvac.be), and on those of BNP Paribas Fortis (http://www.bnpparibasfortis.be\epargneretplacer, www.bnpparibasfortis.be\sparenenbeleggen) and KBC Securities (http://www.kbc.be/corporateactions; www.bolero.be/nl/solvac ;
www.bolero.be/fr/solvac) from 3 December 2015.
BNP Paribas Fortis acts in its capacity of Sole Global Coordinator and Joint Bookrunner, and KBC Securities acts in its capacity Joint Bookrunner within the framework of the offer.
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This press release does not constitute an offer to sell, or an offer to subscribe for or purchase securities in the United States. The securities referred to herein have not been and shall not be registered under the United States Securities Act of 1933, as amended, and cannot be offered, exercised or sold in the United States in the absence of registration or an exemption from applicable registration. SOLVAC does not intend to register any part of the offer in the United States or make a public tender offer for securities in the United States.
The issue, exercise or sale of securities within the framework of the offer are subject to specific legal or regulatory restrictions in certain States. SOLVAC shall not be held liable for any violation by anyone with regard to these restrictions.
The information contained herein does not constitute and is not part of an offer to sell or a solicitation of an offer to purchase, and there shall be no sale of the securities to which reference is made herein in the States in which such offer, solicitation or sale may be illegal. The distribution of this document may be restricted by applicable law or regulation in some countries. Consequently, persons coming into possession of this document must be aware of such restrictions and respect them.
SOLVAC does not anticipate authorising the offer of the securities to the public in Member States of the European Economic Area other than Belgium and France. Concerning all Member States of the European Economic Area other than Belgium and France and that transposed the Prospectus Directive (each one a "Relevant Member State"), no measures for making a public securities offering requiring the publication of a prospectus in such Relevant Member State shall be taken, and no such measure has been taken in such a Relevant Member State. Consequently, it is provided that the securities may only be offered in a Relevant Member State (a) to a legal person that is a qualified investor as defined under Article 2(1)(e) of the Prospectus Directive; (b) to fewer than 150 natural or legal persons, other than qualified investors, by the Member State, or (c) under any other circumstances that do not require the publication by SOLVAC of a prospectus in accordance with Article 3 of the Prospectus Directive. For the purposes of this paragraph, the expression "offer of securities to the public" means notification sent in any form and by any means presenting sufficient information on the conditions of the offer and the securities on offer, in such way as to enable an investor to decide to exercise, purchase or subscribe said securities, as such may vary within a Member State, in accordance with the measure transposing the Prospectus Directive in said Member State.
This communication is intended for (i) persons outside of the United Kingdom, or (ii) inside the United Kingdom, persons with professional experience concerning the investments covered by Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion), Order 2005, as amended (the "Order"), or that are "high net worth entities", and other persons for whom it may be legally intended, covered by Article 49(2) of the Order (said persons, collectively, being the "Relevant Persons"). Any investment or any investment activity concerned by this communication shall be solely accessible to, and shall be solely conducted with, Relevant Persons. Any person who is not a Relevant Person cannot act or base himself upon this document or its contents.
