Zur Rose Group today publishes the terms of the capital increase by way of a rights offering to finance the medpex acquisition as well as further, organic growth initiatives. The envisaged net proceeds from the capital increase amount to approximately CHF 200 million.
The Board of Directors proposes to today’s Extraordinary General Meeting to increase the share capital of Zur Rose Group AG by way of a rights offering through the issuance of up to 2,665,476 new registered shares with a par value of CHF 5.75 each. Existing shareholders will receive one subscription right for every registered share they hold on 21 November 2018 (after market close) to subscribe for the new shares to be issued in the capital increase. The new shares will be offered to existing shareholders at a ratio of 3 new shares for 7 existing shares held, subject to applicable legal restrictions. The subscription rights will neither be listed nor traded and will lapse without compensation unless validly exercised during the rights exercise period.
Subject to the Extraordinary General Meeting approving the proposal by the Board of Directors for the ordinary capital increase, the rights exercise period is expected to start on 22 November 2018 and to end on 28 November 2018, 12:00 noon CET. Shares not taken up by existing shareholders exercising their subscription rights will be offered to eligible investors by way of a public offering in Switzerland and private placements in certain jurisdictions outside Switzerland and the United States in reliance on Regulation S under the US Securities Act of 1933, as amended (the “Securities Act”), as well as to “qualified institutional buyers” in the United States as defined in, and in reliance on, Rule 144A under the Securities Act and in compliance with applicable securities laws (the “international offering”). The take-up of new shares by existing shareholders and the maximum number of new shares available for the international offering are expected to be announced on 28 November 2018, after close of trading on SIX Swiss Exchange.
The offer price for the new shares will be determined in a bookbuilding process comprising the shares not taken up by existing shareholders. The bookbuilding is expected to start on 22 November 2018 and is expected to end on 29 November 2018, 15:00 CET. The offer price is expected to be announced on 29 November 2018, after close of trading on SIX Swiss Exchange. It is currently expected that the listing and first day of trading of the new shares on SIX Swiss Exchange will be on 3 December 2018 and payment and settlement is expected to occur on 4 December 2018.
Zur Rose Group AG, the members of the Board of Directors and the members of the Executive Committee have agreed to a lock-up period of 6 months. KWE Beteiligungen AG, the largest shareholder of Zur Rose Group AG holding 14.5 percent of the voting rights, declared towards the Company to exercise all of its subscription rights.
Morgan Stanley and UBS are acting as Joint Global Coordinators and Joint Bookrunners on the rights offering, which is underwritten by the two banks in an amount of CHF 200 million.
Expected timetable of the capital increase and rights offering
19 November 2018
17:00 CET: Extraordinary General Meeting of Zur Rose Group AG in Zurich
Date of offering and listing memorandum
21 November 2018
After close of trading on SIX Swiss Exchange: Cut-off date for determination of existing shareholders for the entitlement of subscription rights
22 November 2018
Start of rights exercise and international bookbuilding period
28 November 2018
12:00 noon CET: End of rights exercise period
After market close: Announcement of number of shares taken up in the rights offering, and maximum number of new shares remaining for the international offering
29 November 2018
15:00 CET: End of bookbuilding period (subject to shortening of the bookbuilding period)
Announcement of final number of offered shares and offer price
3 December 2018
First day of trading of the new shares
4 December 2018
Settlement and delivery of the new shares against payment of the offer price
Investors and analyst contact
Marcel Ziwica, Chief Financial Officer
Email: email@example.com, phone: +41 58 810 11 49
Lisa Lüthi, Head of Corporate Communications
Email: firstname.lastname@example.org, phone: +41 52 724 08 14
19 November 2018 Extraordinary General Meeting
23 January 2019 Sales 2018
21 March 2019 Annual results 2018
17 April 2019 Q1/2019 Trading Update
23 May 2019 Annual General Meeting
Zur Rose Group
The Swiss Zur Rose Group is Europe’s largest online pharmacy and one of the leading medical wholesalers in Switzerland. With its business model, it offers high-quality, safe and cost-effective pharmaceutical care and thus contributes to reducing healthcare costs. It is also characterized by the continuous further development of digital services in the field of drug management in order to increase therapy safety. The creation of added value and a pronounced patient orientation make the Group an important strategic partner for service providers, cost units and industry.
The Zur Rose Group is internationally present with strong brands, including Germany’s best-known pharmacy brand DocMorris. The company employs over 1,000 people at various locations and generated a turnover of CHF 983 million in the 2017 financial year. The shares of Zur Rose Group AG are listed on the SIX Swiss Exchange (securities number 4261528, ISIN CH0042615283, ticker ROSE). The CHF 115 million corporate bond issued in July 2018 is also listed on the SIX Swiss Exchange (securities number 42146044, ISIN CH0421460442, ticker ZRO18). Further information at zurrosegroup.com
This document and the information contained herein are not for distribution in or into (directly or indirectly) the United States, Canada, Australia or Japan or any other jurisdiction in which the distribution or release would be unlawful. This document does not constitute an offer of securities for sale in or into the United States, Canada, Australia or Japan.
This document does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. The securities of Zur Rose Group AG to which these materials relate 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, or in a transaction not subject to, the registration requirements of the Securities Act. There will not be a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this communication will be made solely to “qualified institutional buyers” as defined in, and in reliance on, Rule 144A under the Securities Act.
This document is not an issuance or listing prospectus or a similar document in the sense of article 652a, article 752 and/or article1156 of the Swiss Code of Obligations or articles 27 et seq. of the Listing Rules of the SIX Swiss Exchange and was not reviewed by any competent authority. Any offer of securities of Zur Rose Group AG will be made solely by means of, and on the basis of, an offering memorandum that will contain detailed information about the group and its management as well as risk factors and financial statements. Any person considering the purchase of any securities of Zur Rose Group AG must inform itself independently based solely on such offering memorandum (including any supplement thereto).
This document does not constitute an “offer of securities to the public” within the meaning of Directive 2003/71/EC of the European Union, as amended (the “Prospectus Directive”) of the securities referred to herein in any member state of the European Economic Area (the “EEA”). Any offers of the securities referred to in this document to persons in the EEA will be made pursuant to an exemption under the Prospectus Directive, as implemented in member states of the EEA, from the requirement to produce a prospectus for offers of the Securities. In any EEA Member State that has implemented the Prospectus Directive, this document is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State.
In the United Kingdom, this document is only being distributed to and is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”) or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as “Relevant Persons”). This document 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 document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
This communication may contain statements about the future that use words such as, for example, “believe”, “assume”, “expect” and other similar expressions. Such statements about the future are subject to risks, uncertainties, and other factors, which can cause the true results of the company to differ significantly from that which is expressly or implicitly assumed in these statements. In view of these uncertainties, the reader should not depend on this type of statement about the future. The company gives no undertaking whatever to update such statements regarding the future, or to adapt them to future events or developments.