Regulated information
Waregem (Belgium)/Rotterdam (The Netherlands)[1], 20 May 2016
Fagron announces today that the capital increase with cancellation of the preferential subscription rights of the existing shareholders (first tranche of the capital increase) of approximately € 131 million has been completed successfully. In the first tranche of the capital increase, Fagron placed 22,626,387 new shares to WPEF VI Holdco III BE B.V., Alychlo NV, Carmignac Gestion S.A., Carmignac Portfolio SICAV, Midlin NV, Bart Versluys and Johannes Stols. The subscription price was € 5.7916 per share. Within 90 days after the issuance of these shares, Fagron will apply for the admission of trading of the new shares to Euronext Brussels and Euronext Amsterdam. The total number of Fagron shares with voting rights after the issuance of the first tranche capital increase is 54,738,214. The total number of voting rights (denominator) is 54,738,214.
Composition of the board of directors
The extraordinary general meeting of shareholders, held on 4 May 2016, has resolved to appoint six new directors subject to and with effect from the recording of the subscription by WPEF VI Holdco III BE B.V. respectively Alychlo NV to the first tranche of the capital increase in a notarial deed. Completion of the first tranche of the capital increase means that the condition precedent to the appointments has been met.
As from 20 May 2016, the composition of the board of directors is as follows:
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Holdco FV B.V., permanently represented by Frank Vlayen
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Matthias Geyssens
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WPEF VI Holdco III BE B.V., permanently represented by Nathalie Clybouw
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Filiep Balcaen
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Aubisque BVBA, permanently represented by Freya Loncin
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Michael Schenck BVBA, permanently represented by Michael Schenck
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Robert Peek (independent director, chairman)
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Nathalie van Woerkom (independent director)
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Luc Vandewalle (independent director)
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Johannes Stols (executive director, chief executive officer)
Second tranche capital increase
In the second tranche of the capital increase (capital increase with preferential subscription rights of the existing shareholders), Fagron wants to raise approximately € 88 million. The second tranche of the capital increase entails an offering of 17,105,690 new shares at a subscription price of € 5.16 per new share, with preferential subscription rights for the existing shareholders at a ratio of 5 new shares for 16 rights, each existing shareholder being granted one right per share held.
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.
For more information:
Constantijn van Rietschoten
Chief Marketing Officer
Tel. +31 6 53 69 15 85
constantijn.van.rietschoten@fagron.com
Fagron profile
Fagron is a scientific pharmaceutical R&D business focused on optimising and innovating personalised pharmaceutical care. Fagron provides Fagron Specialty Pharma Services, Fagron Trademarks and Fagron Essentials to pharmacies, clinics and hospitals in 32 countries worldwide.
The Belgian company Fagron NV is located in Waregem and is listed on Euronext Brussels and Euronext Amsterdam. The operational activities of Fagron are driven by the Dutch company Fagron BV. The head office of Fagron BV is located in Rotterdam.
Forward-looking statements – important reservations
Certain statements in this press release could be considered to be forward looking. Such forward-looking statements are based on current expectations and are influenced by various risks and uncertainties. The Company consequently cannot provide any guarantees that such forward-looking statements will in fact materialise and cannot accept any obligation to update or revise any forward-looking statement as a result of new information, future events or for any other reason.
Any securities mentioned in this press release have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.
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