Regulated information
Waregem (Belgium)/Rotterdam (The Netherlands)[1], 17 May 2016
Fagron, Bellevue and the interested parties have reached and signed a full and final settlement agreement in respect of any outstanding liabilities under retention bonuses and incentive plans. This was the last remaining condition precedent of WPEF VI Holdco III BE B.V. and consequently the other five individual investors for the subscription commitment.
Fagron announced on 6 May 2016 that its extraordinary general meeting of shareholders, held on 4 May 2016, had adopted all proposed resolutions in respect of the proposed capital increase with cancellation of the preferential subscription rights of the existing shareholders for the benefit of WPEF VI Holdco III BE B.V., Alychlo NV, Carmignac Gestion S.A., Carmignac Portfolio SICAV, Midlin N.V., Bart Versluys and Johannes Stols (first tranche of the capital increase) and the proposed capital increase with preferential subscription rights of the existing shareholders (second tranche of the capital increase) for a total maximum aggregate amount of € 220 million.
The subscription commitment of WPEF and consequently the other five individual investors was subject to certain conditions, including Fagron, Bellevue and the interested parties reaching a full and final settlement agreement in respect of any outstanding liabilities under retention bonuses and incentive plans or the initiation by Bellevue of Chapter 7 liquidation proceedings. Fagron, Bellevue and the interested parties have reached and signed a full and final settlement agreement in respect of any outstanding liabilities under retention bonus and incentive plans. With this settlement agreement, the last remaining condition precedent of WPEF VI Holdco III BE B.V. and consequently the other five individual investors for the subscription commitment has been fulfilled.
The subscription price per share issued in the first tranche of the capital increase is € 5.7916. The aggregate subscription price for the new shares to be issued in the first tranche of the capital increase amounts to € 131,042,982.99, represented by 22,626,387 new shares. The subscription by WPEF and consequently the other five individual investors to the first tranche of the capital increase is envisaged to take place on 20 May 2016.
The subscription price for the second tranche of the capital increase is € 5.16 per share, assuming effective subscription by all investors to all shares to be issued in the first tranche. Taking into account the subscription price for the second tranche of the capital increase, the amount of the second tranche capital increase shall in principle amount to € 88,265,360.40, represented by 17,105,690 new shares. The subscription period for the second tranche of the capital increase will be determined by the board of directors of Fagron at a later date. The start of the offering period is subject to the approval by the FSMA of a prospectus with regard to the rights offering and the admission to trading of the new shares.
In the event of differences between the English translation and the Dutch original of this press release, the latter prevails.
[1] This press release was sent out by Fagron NV and Fagron BV.
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