Marel hf. (the “Company” or “Marel”) holds a public Offering in relation to ists planned listing on Euronext Amsterdam.
The Offering consists of:
- A public offering in Iceland
- A public offering in the Netherlands
- Private placements to certain institutional investors in various other jurisdictions.
The Offer Period in respect of the public Offerings in Iceland and the Netherlands will start on 29 May 2019 at 7:00 GMT in Iceland (9:00 CEST in the Netherlands) and end on 5 June 2019 at 15:30 GMT in Iceland (17:30 CEST in the Netherlands) for retail investors and on 6 June 2019 at 11:00 GMT in Iceland (13:00 CEST in the Netherlands) for institutional investors.
The Offering applies to 90,909,091 newly issued shares in Marel without an Over-Allotment Option and 100,000,000 new shares if the Over-Allotment Option is exercised in full. Assuming the Over-Allotment Option is exercised in full, the Offer Shares will constitute up to 15.0% of the issued and outstanding Shares.
The authorised share capital of the Company prior to the share increase is ISK 671,007,916 represented by 671,007,916 Shares, each with a par value of ISK 1.00. The stock symbol is MAREL og ISIN is 0000000388.
The Offer Price is expected to be between EUR [*] and EUR [*] per Offer Share and will be determined through a book-building process. The Offer Price will be determined by the Company, after the end of the Offer Period.
Allotment to investors who applied to subscribe for Offer Shares will be determined by the Company.
Minimum size of orders is restricted to Offer Shares with a purchase value equal to EUR 1,000. There is no maximum subscription.
There will be a preferential allocation of Offer Shares to retail investors in
accordance with applicable law and regulations. Each retail investor will be allocated the first [*] (or fewer) Offer Shares for which such investor applies. However, if the total number of Offer Shares subscribed for by Dutch retail investors and Icelandic retail investors under the Preferential Retail Allocation would exceed 10.0% of the total number of the Offer Shares in aggregate, assuming no exercise of the Over-Allotment
Option, the preferential allocation to each retail investor may be reduced pro rata to the first [*] (or fewer) Offer Shares for which such investor applies.
The allocation of the Offer Shares is expected to take place after termination of the Offer Period on or about 6 June 2019.
The Offer Price will be set in EUR and, for the public offer in Iceland, the purchase price will be converted into ISK based on the official exchange selling rate of EUR/ISK as published by the Central Bank of Iceland on the date of allocation expected to be on 6 June 2019.
The Offer Shares will be delivered through the book-entry system of Euroclear Nederland.
Application has been made to list and admit all of the Shares to trading under the symbol “MAREL” on Euronext Amsterdam. The first expected day of conditional trading of the Offer Shares (conditional on admission) on Euronext Amsterdam is 7 June 2019, and the first expected day of unconditional trading of the Offer Shares on the regulated markets of Euronext Amsterdam and Nasdaq Iceland is 12 June 2019, being also the expected date of admission.
Arion Bank and Landsbankinn are acting as Joint-Lead Managers and Icelandic Retail Managers. Citi and J.P. Morgan are acting as Joint Global Coordinators for the planned Offering and dual listing. ABN Amro, ING and Rabobank are acting as Joint Bookrunners.
For further information regarding Marel, the Offer Shares, risk factors and the terms of the Offering, refer to Marel‘s Prospectus dated [28 May 2019].
The above is an extract from the Prospectus. If any discrepancies occur, the Prosectus shall prevail.
