Coloplast A/S - Announcement no. 08/2023 - Coloplast announces
registration of share capital increase of 12.2 new B shares
completed
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES OF AMERICA, CANADA, JAPAN, SOUTH AFRICA, HONG KONG OR
AUSTRALIA, EXCEPT AS PERMITTED BY APPLICABLE LAW, OR IN ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION IS
UNLAWFUL.
Coloplast announces registration of share
capital increase of 12.2 new B shares completed
Coloplast A/S (“Coloplast”) has in connection with the
directed issue and private placement today registered with the
Danish Business Authority a share capital increase of nominally DKK
12.2 million (12.2 million new B shares of DKK
1.00 each) (the "New Shares"), representing
5.6% of the registered share capital prior to the
capital increase (the "Offering").
The New Shares have been issued under a temporary ISIN code and
are expected to be admitted to trading and official listing under
the permanent ISIN code DK0060448595 on Nasdaq Copenhagen A/S with
effect from 4 September 2023.
In accordance with section 32 of the Danish Capital Markets Act,
Coloplast announces that after registration of the share capital
increase, the share capital of Coloplast amounts to nominally DKK
228.2 million, of which DKK 18 million is A shares divided into
shares of DKK 1.00 each or multiples thereof, and DKK 210.2 million
is B shares divided into shares of DKK 1 each. The total number of
voting rights in Coloplast are 390.2 million.
The New Shares rank pari passu with Coloplast's existing B
shares and carry the same dividend and other rights. Each New Share
carries one vote at Coloplast's general meetings.
Reference is made to company announcements no. 6/2023 and 7/2023
of 29 August 2023 and 30 August 2023, respectively.
The amendments to Coloplast's Articles of Association required
by the share capital increase have been registered today with the
Danish Business Authority and an updated version can be found at
Welcome to Coloplast's Investor Relations site.
Advisers
Danske Bank A/S is acting as Global Coordinator in connection
with the Offering, and together with Nordea Danmark, Filial af
Nordea Bank Abp, Finland, Jefferies GmbH and Morgan Stanley &
Co. International plc as Joint Bookrunners in connection with the
Offering (jointly the "Joint Bookrunners").
Kromann Reumert and Davis Polk & Wardwell London LLP are
acting as Danish and U.S. legal advisers, respectively, to
Coloplast. Accura Advokatpartnerselskab is acting as Danish legal
adviser to the Joint Bookrunners.
For further information, please contact
Investors and analystsAnders
Lonning-SkovgaardExecutive Vice President, CFOTel. +45 4911
1111
Aleksandra DimovskaSenior Director, Investor RelationsTel. +45
4911 1800 / +45 4911 2458Email: dkadim@coloplast.com
Kristine Husted MunkSenior Manager, Investor RelationsTel. +45
4911 1800 / +45 4911 3266Email: dkkhu@coloplast.com
Press and mediaPeter MønsterSr. Media Relations
ManagerTel. +45 4911 2623Email: dkpete@coloplast.com
AddressColoplast A/SHoltedam 1DK-3050
HumlebaekDenmarkCompany reg. (CVR) no. 69749917
Websitewww.coloplast.com
This announcement is available in an English and Danish-language
version. In case of discrepancies, the English-language version
shall prevail.
Important information
This company announcement contains forward-looking statements.
These statements are not guarantees of future performance and
involve certain risks and uncertainties, in particular this
announcement should not be construed as a confirmation that either
the Offering will complete, nor of the deal size or the price.
Therefore, actual future results and trends may differ materially
from what is forecast in this report due to a variety of
factors.
This announcement is intended for the sole purpose of providing
information. Persons needing advice should consult an independent
financial adviser. This announcement does not constitute an
investment recommendation.
This announcement is not for release, publication or
distribution, in whole or in part, directly or indirectly, in or
into the United States (including its territories and possessions,
any state of the United States and the District of Columbia, the
“United States”), Canada, Japan, South Africa,
Hong Kong or Australia, except as permitted by applicable law, or
any other jurisdiction in which such publication or distribution is
unlawful.
This announcement does not constitute or form a part of any
offer or solicitation to purchase or subscribe for securities in
the United States, Canada, Japan, South Africa, Hong Kong,
Australia or any other jurisdiction in which such offers or sales
are unlawful (the “Excluded Territories”). Any
failure to comply with this may constitute a violation of US,
Canadian, Japanese, South African, Hong Kong or Australian
securities laws or the securities laws of other jurisdiction as the
case may be.
The securities referred to in this announcement have not been,
and will not be, registered under the U.S. Securities Act of 1933,
as amended (the “U.S. Securities Act”), or under
the securities laws of any state of the United States, and may not
be offered, sold, resold or delivered, directly or indirectly, in
or into the United States absent registration except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act. Subject to
certain limited exceptions, the securities referred to in this
announcement are being offered and sold only outside the United
States. The securities offered in connection with the offering have
not been and will not be registered under any applicable securities
laws of any state, province, territory, county or jurisdiction of
the Excluded Territories. Accordingly, such securities may not be
offered, sold, resold, taken up, exercised, renounced, transferred,
delivered or distributed, directly or indirectly, in or into the
Excluded Territories or any other jurisdiction if to do so would
constitute a violation of the relevant laws of, or require
registration of such securities in, the relevant jurisdiction.
There will be no public offer of securities in the United States or
elsewhere.
This announcement is not a prospectus and has been prepared on
the basis that any offers of securities referred to herein in any
member state of the European Economic Area will be made pursuant to
an exemption under Regulation (EU) 2017/1129 (as amended, the
“Prospectus Regulation”) from the requirement to
publish a prospectus for offers of such securities. The information
set forth in this announcement is only being distributed to, and
directed at, persons in member states of the European Economic Area
who are “qualified investors” within the meaning of Article 2(1)(e)
of the Prospectus Regulation (“Qualified
Investors”).
This announcement and any offer subsequently made is, and will
be, addressed to and directed only at persons, in the United
Kingdom, who are "qualified investors" within the meaning of
Regulation (EU) 2017/1129 as it forms part of domestic law in the
UK by virtue of the European Union (Withdrawal) Act 2018 (as
amended) (“UK Qualified Investors”) and that are
also (i) persons who have professional experience in matters
relating to investments falling within the definition of
“investment professionals” in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as
amended, the "Order"); or (ii) persons who are high net worth
bodies corporate, unincorporated associations and partnerships and
the trustees of high value trusts, as described in Article 49(a) to
(d) of the Order; or (iii) other persons to whom it may otherwise
lawfully be communicated (all such persons together being referred
to as "Relevant Persons"). Any investment or
investment activity to which this document relates is available in
the United Kingdom only to Relevant Persons.
This information must not be acted or relied on by, and any
investment activity to which this information relates is not
available to and may not be engaged with, persons (i) in any member
state of the European Economic Area who are not Qualified
Investors, and (ii) in the United Kingdom who are not both UK
Qualified Investors and Relevant Persons.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by Coloplast or by any of its affiliates or
agents, or the Joint Bookrunners, as to or in relation to, the
accuracy, completeness or sufficiency of this announcement or any
other written or oral information made available to or publicly
available to any interested party or its advisers in connection
with the New Shares and/or the private placement referred to
herein, and any liability therefore is expressly disclaimed.
The Joint Bookrunners and each of their affiliates are acting
exclusively for Coloplast and no-one else in connection with the
Offering. They will not regard any other person as their respective
clients in relation to the Offering and will not be responsible to
anyone other than Coloplast for providing the protections afforded
to their respective clients, nor for providing advice in relation
to the Offering, the contents of this announcement or any
transaction, arrangement or other matter referred to herein.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended (“MiFID II”);
(b) Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593 supplementing MiFID II; and (c) local implementing
measures (together, the “MiFID II Product Governance
Requirements”), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any
“manufacturer” (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the shares
in Coloplast have been subject to a product approval process, which
has determined that such shares are: (i) compatible with an end
target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the
“Target Market Assessment”). Notwithstanding the
Target Market Assessment, "distributors" should note that: the
price of the shares in Coloplast may decline and investors could
lose all or part of their investment; the shares in Coloplast offer
no guaranteed income and no capital protection; and an investment
in the shares in Coloplast is compatible only with investors who do
not need a guaranteed income or capital protection, who (either
alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the contemplated
share issue. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, the Joint Bookrunners will only procure
investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the shares in
Coloplast. Each distributor is responsible for undertaking its own
target market assessment in respect of the shares in Coloplast and
determining appropriate distribution channels.
-
08_2023_Coloplast_announces_registration_of_share_capital_increase_of_12.2_new_B_shares_completed
- Articles of Association Coloplast A-S - 29 August 2023
Coloplast AS (TG:CBHD)
Historical Stock Chart
Von Apr 2024 bis Mai 2024
Coloplast AS (TG:CBHD)
Historical Stock Chart
Von Mai 2023 bis Mai 2024