- Subscription ratio: 1 new share for
8 existing shares
- Subscription price: €76 per new
share
- Subscription period: from September
14th, 2016 to September 28th, 2016
inclusive
Regulatory News:
Air Liquide (the “Company”) (Paris:AI) announces today the
launch of a share capital increase with preferential subscription
rights (the “Rights”) to existing shareholders (the “Rights
Issue”), for a gross amount of approximately 3,283 million
euros.
The proceeds of the Rights Issue will enable the Company to
refinance a portion of the bridge loan that was contracted in
December 2015 from its main banks in connection with the
acquisition of Airgas, one of the main industrial gases and related
products and services supplier in the USA, for an enterprise value
of 13.4 billion US dollars.
This transaction, which is the 2nd step of the refinancing of
this acquisition after a 3 billion euros bond issue successfully
completed on June 6th, 2016, will be followed by a bond issue for
an amount of 4.5 billion US dollars.
Main terms of the Rights Issue
The Rights Issue will result in the issuance of 43,202,209 new
shares (the “New Shares”). Each shareholder of Air Liquide will
receive one (1) Right for each share held as of the close of
trading September 13th, 2016, 8 Rights allowing such holder to
subscribe 1 New Share on an irreducible basis (à titre
irréductible). As of the closing price of Air Liquide’s share
on September 9th, 2016, the theoretical value of the right is
€2.18, it being reminded that this value may fluctuate depending on
the evolution of Air Liquide’s ex-right share price.
The subscription price for the New Shares has been set at €76
per share (nominal value of €5.50 and issue premium of €70.50). The
subscription price represents the following discounts: 18.66% on
the theoretical value of the ex-right share price (TERP), 20.52% on
the closing price (€95.62) on September 9th, 2016 and 22.53% on the
average of the 20 last closing prices (from August 15th to
September 9th, 2016 included) of Air Liquide’s share on the
regulated market of Euronext in Paris (“Euronext Paris”).
The Rights Issue will be open to the public in France only.
Subscriptions subject to reduction (à titre réductible) will be
accepted but remain subject to reduction in the event of
oversubscription. Any New Shares not subscribed through irrevocable
entitlement (à titre irréductible) will be distributed and
allocated to the Rights holders having submitted additional
subscription orders subject to reduction (à titre réductible).
Air Liquide has agreed as customary not to carry out a direct or
indirect share capital increase for 180 calendar days after the
settlement and delivery of the Rights Issue, subject to certain
exceptions.
Underwriting of the Rights Issue
The offer will be fully underwritten by a syndicate of
banks.
Indicative timetable of the Rights Issue
The subscription period for the New Shares will run from
September 14th, 2016 to September 28th, 2016 inclusive. During this
period, the Rights will be listed and traded on Euronext Paris
under the ISIN code FR0013201381. The Rights not exercised before
the end of the subscription period, i.e., the close of trading on
September 28th, 2016, shall automatically become null and void.
Settlement and delivery and start of trading on Euronext Paris
(Segment A) of the New Shares is expected to take place on October
11th, 2016. The New Shares, which will carry dividend rights and
will entitle their holders to any dividends declared by the Company
from the date of issue, will be, as from their issue date, fully
fungible with the Company’s existing shares and will be traded
under the same ISIN code as the Company’s existing shares, ISIN
code FR0000120073.
Note: The English version of this press release may differ from
the French version for regulatory reasons.
Disclaimer
These materials and the information contained herein do not
constitute an offer to sell or subscribe, nor the solicitation of
an order to purchase or subscribe, securities in any country other
than France.
These materials are not an offer of securities for sale nor the
solicitation of an offer to purchase securities in the United
States of America or any other jurisdiction. The securities
referred to herein may not be offered or sold in the United States
of America absent registration or an exemption from registration
under the U.S. Securities Act of 1933, as amended. Air Liquide does
not intend to register any portion of the planned offer in the
United States of America or to conduct a public offering of
securities in the United States of America.
This document does not contain or constitute an invitation,
inducement or solicitation to invest.
This document does not constitute a prospectus within the
meaning of Directive 2003/71/EC of the European Parliament and the
Council of 4 November 2003, as amended (the “Prospectus
Directive”).
With respect to the Member States of the European Economic Area
(each a “Relevant Member State”), no action has been
undertaken or will be undertaken to make an offer to the public of
the securities requiring a publication of a prospectus in any
Relevant Member State, other than France. As a result, the new or
existing securities of Air Liquide may not be offered and will not
be offered in any Relevant Member State other than France, except
(i) to any legal entity which is a qualified investor as defined
under the Prospectus Directive, (ii) to fewer than 150, natural or
legal persons (other than qualified investors as defined in the
Prospectus Directive) as permitted under the Prospectus Directive;
or (iii) in any other circumstances not requiring Air Liquide to
publish a prospectus as provided under Article 3(2) of the
Prospectus Directive and/or regulations applicable in the Relevant
Member State.
For the purposes of this provision, an “offer to the public” in
relation to the new or existing securities of Air Liquide in any
Relevant Member State means the communication in any form and by
any means of sufficient information on the terms of the offer and
the new or existing securities of Air Liquide to be offered so as
to enable an investor to decide to purchase the new or existing
securities shares of Air Liquide, as the same may be varied in that
Member State by any measure implementing the Prospectus Directive
in that Member State.
This press release is directed only at and is for distribution
only to persons who (i) are outside the United Kingdom, (ii) are
“investment professionals” falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (as amended) (the “Order”), (iii) are persons falling
within Article 49(2)(a) to (d) (“high net worth companies,
unincorporated associations etc.”) of the Order or (iv) are other
persons to whom an invitation or inducement to engage in investment
activity (within the meaning of the Financial Services and Markets
Act 2000) in connection with the issue or sale of any securities
may otherwise lawfully be communicated or caused to be communicated
(all such persons in (i), (ii), (iii) and (iv) together being
referred to as “Relevant Persons”). This press release is
directed only at Relevant Persons and must not be acted on or
relied on by persons who are not Relevant Persons. Any investment
or investment activity to which this press release relates is
available only to Relevant Persons and will be engaged in only with
Relevant Persons.
The world leader in gases, technologies and services for
Industry and Health, Air Liquide is present in 80 countries with
approximately 68,000 employees and serves more than 3 million
customers and patients*. Oxygen, nitrogen and hydrogen are
essential small molecules for life, matter and energy. They embody
Air Liquide’s scientific territory and have been at the core of the
company’s activities since its creation in 1902.
Air Liquide’s ambition is to lead its industry, deliver
long-term performance and contribute to sustainability. The
company’s customer centric transformation strategy aims at
profitable growth over the long term. It relies on operational
excellence, selective investments, open innovation and a network
organization implemented by the Group worldwide. Through the
commitment and inventiveness of its people, Air Liquide leverages
energy and environment transition, changes in healthcare and
digitization, and delivers greater value to all its
stakeholders.
Air Liquide’s revenues amounted to €16.4 billion in 2015, and
its solutions that protect life and the environment represented
more than 40% of sales. On 23 May 2016, Air Liquide completed its
acquisition of Airgas, which had revenues amounting to $5.3 billion
(around €4.8 billion) for the fiscal year ending 31 March 2016.
Air Liquide is listed on the Paris Euronext stock exchange
(compartment A) and belongs to the CAC 40 and Dow Jones Euro Stoxx
50 indexes.
*Following the acquisition of Airgas on 23 May 2016
www.airliquide.comFollow us on Twitter
@airliquidegroup
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version on businesswire.com: http://www.businesswire.com/news/home/20160912006511/en/
Air LiquideCorporate CommunicationsCaroline Philips, +33
(0)1 40 62 50 84Annie Fournier, +33 (0)1 40 62 51 31orInvestor
RelationsParis+33 (0)1 40 62 50
87Radnor+1-610-263-8277orCorporate FinanceYves Bataillon
Debes, +33 (0)1 40 62 58 07Jean Picot, +33 (0)1 40 62 54 87
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