Ad hoc announcement pursuant to Art. 53 LR
Bronschhofen, December 22, 2021 - Cicor Group (SIX Swiss Exchange: CICN) announces the terms and conditions for a proposed five-year non-interest-bearing mandatory convertible bond (MCB) in the amount of up to around CHF 60 million, fully guaranteed by One Equity Partners (OEP).
This media release or the information contained therein is not being issued and may not be distributed in the United States of America, Canada, Australia or Japan and does not constitute an offer of securities for sale in such countries.
At the Extraordinary General Meeting of Cicor Technologies Ltd, Boudry, (hereinafter "Cicor" or "Cicor Group" or "Company") held on December 16, 2021, the creation of conditional capital for the issuance of a mandatory convertible bond was approved. The Company now plans to issue the mandatory convertible bond according to the following terms and conditions: On January 3, 2022, existing shareholders will receive one preferential subscription right per existing share to subscribe for parts of the mandatory convertible bond, which can be traded on the SIX Swiss Exchange from January 3 to January 11, 2022. 51 preferential subscription rights entitle the holder to subscribe for one bond with a nominal value of CHF 1,000 until 12 noon on January 13, 2022.
OEP has committed to Cicor to firmly underwrite the mandatory convertible bond to the extent that the preferential subscription rights of the other shareholders are not exercised. OEP will already acquire a stake in the issued mandatory convertible bond corresponding to its shareholding upon completion of the offer, but at least such a stake that ensures that the nominal amount of the mandatory convertible bond will amount to at least CHF 20 million upon completion. The Board of Directors will decide on the remaining issuance of bonds up to the total issue amount of approximately CHF 60 million to OEP within the next 12 months, during which time OEP has committed to the takeover, depending on the financing needs of the Company.
The net proceeds of the offering will increase Cicor's financial flexibility and strengthen its balance sheet in connection with future acquisitions.
Terms and conditions of the bond
Issue size: CHF 60,188,000 (denomination CHF 1,000)
Conversion price: CHF 47.50 (initial)
Duration: 5 years
Payment date: January 21, 2022
Maturity date: January 21, 2027
Number of shares backed: 1,330,375
Coupon: 0%
Issue price: 100%, i.e. CHF 1,000 per share of mandatory convertible bond
Preferential subscription rights: 1 registered share Cicor results in 1 preferential subscription right
Trade in preferential subscription rights: Yes (for terms see below)
Conversion ratio: The conversion ratio is calculated as follows: CHF 1,000, or a multiple of CHF 1,000, divided by the then applicable conversion price (fractions are not paid).
Optional conversion (at the request of mandatory convertible bondholders): At any time during the period beginning on (and including) the date that is 730 days after the date of payment and ending on the tenth trading day prior to the date of expiration.
Mandatory conversion at maturity (redemption): Provided that no early conversion or redemption has taken place, each mandatory convertible bond will be converted on January 21, 2027 (expiry), in accordance with the conversion ratio into a number of registered shares of Cicor.
Withholding tax: None
Valor / ISIN Cicor registered share: 870219 / CH0008702190
Valor / ISIN Preferential subscription right: 113 453 045 / CH1134530455
Valor / ISIN MCB: 115 513 583 / CH1155135838
December 22, 2021 Publication prospectus
January 3, 2022 Preferential subscription rights expiration (ex-date)
Start of preferential subscription period
Start of trading in preferential subscription rights
January 11, 2022 End of trading in preferential subscription rights
January 13, 2022, 12 p.m. End of preferential subscription period
January 14, 2022 Announcement of final issue size
January 20, 2022 First provisional trading day of the mandatory convertible bond
January 21, 2022 Settlement and delivery of the mandatory convertible bond
Further details can be found in the prospectus, which is available at https://www.cicor.com/mcb and can be ordered by e-mail at investor[at]cicor.com.
Zürcher Kantonalbank is acting as paying and conversion agent as well as selling agent and listing agent for the issue.
Contact:
Daniel Frutig Alexander Hagemann
Chairman of the Board of Directors CEO
Tel. +41 71 913 73 00 Tel. +41 71 913 73 00
E-mail: media@cicor.com E-mail: media@cicor.com
Cicor Management AG
Gebenloostrasse 15
9552 Bronschhofen
Switzerland
Disclaimer
This publication constitutes neither an offer to sell nor a solicitation to buy securities of Cicor Technologies Ltd (the "Company") and it does not constitute a prospectus or a similar notice within the meaning of articles 35 et seqq. or article 69 the Swiss Financial Services Act. The offer and listing will be made solely by means of, and on the basis of, a securities prospectus which is to be published. An investment decision regarding the publicly offered securities of the Company should only be made on the basis of the securities prospectus. The prospectus is available at https://www.cicor.com/mcb and printed copies can be ordered free of charge at investor[at]cicor.com.
This communication is not for distribution in the United States, Canada, Australia or Japan. This communication does not constitute an offer to sell, or the solicitation of an offer to buy, securities in any jurisdiction in which is unlawful to do so. In particular, this communication is not an offer of securities for sale in the United States.
Securities may not be offered or sold in the United States absent registration under the Securities Act of 1933 or an exemption from registration. The securities referred to in this communication have not been and will not be registered under the Securities Act and will not be publicly offered or sold in the United States.
This communication does not constitute an "offer of securities to the public" within the meaning of Regulation 2017/1129 of the European Union (the "Prospectus Regulation") and the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act (the "UK Prospectus Regulation") of the securities referred to in it (the "Securities") in any member state of the European Economic Area (the "EEA") or the United Kingdom (the "UK"), respectively. Any offers of the Securities to persons in the EEA or UK will be made pursuant to an exemption under the Prospectus Regulation or UK Prospectus Regulation, respectively, from the requirement to produce a prospectus for offers of the Securities.
This communication is being distributed only to, and is directed only at (i) persons outside the United Kingdom, (ii) persons who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "Relevant Persons"). Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Any person who is not a Relevant Person must not act or rely on this communication or any of its contents.
This communication expressly or implicitly contains certain forward-looking statements concerning the Company and its business. Such statements involve certain known and unknown risks, uncertainties and other factors, which could cause the actual results, financial condition, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The Company is providing this communication as of this date and does not undertake to update any forward-looking statements contained herein as a result of new information, future events or otherwise.