EQS Group-News: Jacobs Holding AG / Key word(s): Investment
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Jacobs Holding prepares to seize further investment opportunities while remaining reference shareholder of Barry Callebaut and committed for the long-term
Zurich, 27 April 2021 - Jacobs Holding AG (Jacobs Holding) announces the launch of an accelerated bookbuilding process of 550,000 Barry Callebaut shares (10.0% of Barry Callebaut's share capital). With a remaining stake of 30.1%, Jacobs Holding will stay fully committed to Barry Callebaut as its reference shareholder with unchanged representation on the Board of Directors.
After having significantly invested in its strategic investment pillars alongside Barry Callebaut, the global dental care platform with the pan-European Colosseum Dental Group and the North American Dental Group as well as Cognita which operates 84 private schools worldwide, Jacobs Holding is continuing to execute on its portfolio diversification in preparing to seize further investment opportunities. In this context, Jacobs Holding announces the placement of 550,000 Barry Callebaut shares in an accelerated bookbuilding process to professional investors in Switzerland and to qualified investors outside Switzerland in a transaction not subject to the registration requirements of the US Securities Act (the "Offering"). The Offering comprises 10.0% of Barry Callebaut's share capital and will start with immediate effect. The result of the Offering will be announced after the bookbuilding process has been completed.
Jacobs Holding remains fully committed as reference shareholder
Following completion of the Offering, Jacobs Holding will retain 1,649,976 shares or 30.1% of Barry Callebaut's share capital and remains the reference shareholder in Barry Callebaut. Jacobs Holding will stay fully involved in the development of the company, which includes unchanged representation on Barry Callebaut's Board of Directors. Jacobs Holdings has agreed to a lock-up of one year following the Offering with respect to its remaining holding in Barry Callebaut.
Income from Jacobs Holding flows to Jacobs Foundation
Jacobs Holding is a global professional investment firm founded by late entrepreneur Klaus J. Jacobs, in which he bundled his entrepreneurial activities in 1994. Jacobs Holding invests with a long-term horizon in companies active in non-cyclical businesses which already have or aim for a leading market position and have further growth and value creation potential. The sole economic beneficiary of Jacobs Holding is the Jacobs Foundation, one of the world's leading charitable foundations for the promotion of development opportunities for children and young people. Since the foundation was established in 1989, more than CHF 650 million has been paid out cumulatively; in the last years the amount was around CHF 45 million per year.
Credit Suisse and Goldman Sachs International are acting as joint bookrunners on the Offering.
Andreas Hildenbrand, Lemongrass Communications
The offering of the shares in Switzerland is exempt from the requirement to prepare and publish a prospectus under the Swiss Financial Services Act (FinSA) because such offering is made to professional clients within the meaning of the FinSA only (article 36 para.1 lit. a FINSA). This press release does not constitute a prospectus as such term is understood pursuant to the FinSA or under any applicable laws or regulations.
This announcement may contain specific forward-looking statements, e.g. statements including terms like "believe", "assume", "expect", "forecast", "project", "may", "could", "might", "will" or similar expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results, financial situation, development or performance and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties, readers should not rely on forward-looking statements. Jacobs Holding assumes no responsibility to update forward-looking statements or to adapt them to future events or developments.
The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction.
This announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and dependencies, any state of the United States and the District of Columbia), Canada, Japan, Australia or any jurisdiction into which the same would be unlawful. This announcement does not constitute or form a part of any offer or solicitation to purchase, subscribe for or otherwise acquire securities in the United States, Canada, Japan, Australia or any jurisdiction in which such an offer or solicitation is unlawful. Barry Callebaut AG shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offering of securities in the United States.
The Barry Callebaut shares have not been approved or disapproved by the US Securities and Exchange Commission, any state's securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of Barry Callebaut AG shares or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.
The offer referred to herein, when made in member states of the European Economic Area (EEA), is only addressed to and directed to "qualified investors" within the meaning of article 2(e) the Prospectus Regulation ("Qualified Investors"). For these purposes, the expression Prospectus Regulation means Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, and includes any relevant delegated regulations.
The information contained herein does not constitute an offer of securities to the public in the United Kingdom. No prospectus offering securities to the public will be published in the United Kingdom.
This document is only being distributed to and is only directed at Qualified Investors within the meaning of UK version of the Prospectus Regulation which is part of English law by virtue of the European Union (Withdrawal) Act 2018 who are (i) persons outside the United Kingdom or (ii) investment professionals 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 lawfully be communicated, falling within article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
End of Media Release