17.01
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, 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.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
Ambu A/S ("Ambu" or the "Company") intends to raise approximately 5% of Ambu's total B shares outstanding through an offering of new B shares and existing treasury B shares (together the "Shares") to be completed through an accelerated bookbuilding offering (the "Offering") in a private placement directed at institutional and professional investors in Denmark and certain other jurisdictions.
With reference to company announcement no. 5 in relation to the Company's Capital Markets Day on 21 March 2023, the board of directors of Ambu (the "Board") has resolved to initiate an offering, which is expected to represent approximately 5% of Ambu's total B shares outstanding corresponding to approximately 11.2m shares. The transaction will consist of 250,000 existing treasury B shares and new B shares for the remainder of the Offering.
BACKGROUND FOR THE OFFERING
With its new ZOOM IN strategy, launched in November 2022, Ambu kickstarted a transformation towards sustainable profitable growth, which builds on innovative solutions and focused execution. Driven by its leading product portfolio of innovative solutions across all major endoscopy segments, the company is well-positioned to address substantial unmet customer needs and is well under way to reach important milestones in 2022/23.
To reduce its financial leverage and ensure an appropriate level of operational flexibility to deliver on its long-term financial targets, Ambu now intends to raise capital in an offering of existing treasury B shares and new B shares through an accelerated bookbuilding process. The proceeds will be used for general corporate purposes, including repayment of debt. The transaction will allow Ambu to reduce its financial leverage to be within its communicated long-term target NIBD/EBITDA ratio of less than 2.5x, providing ample buffer in an environment with increased geopolitical and economic uncertainty.
THE OFFERING
The Offering will be made pursuant to applicable exemptions from the obligation to publish a prospectus as a directed issue and private placement to eligible institutional and professional investors in Denmark and in certain other jurisdictions at market price and without pre-emption rights for Ambu's existing shareholders. The Offering is not underwritten.
Books will open immediately and can close at any time. The offer price will be determined after the close of the accelerated bookbuilding process. The final pricing and number of the Shares are expected to be announced as soon as practically possible thereafter.
Ambu and the members of its Board and management have in connection with the Offering, agreed to undertake a lock-up commitment for 180 calendar days following settlement of the Offering (subject to certain exceptions).
NEW SHARES
The Board of Ambu will, if the Offering is completed, exercise its authorisation to issue the new B shares in Article 9e(2) in Ambu's Articles of Association pursuant to which the Board is authorised to make share capital increases without pre-emption rights for the existing shareholders at a price not lower than market price.
The new B shares will, if issued, rank pari passu in all respects with existing B shares in Ambu. The new B shares will be negotiable instruments, and no restrictions will apply to their transferability. No B shares, including the new B shares, carry or will carry any special rights. Rights conferred by the new B shares, including voting rights and dividend rights, will apply from the time when the capital increase is registered with the Danish Business Authority. The new B shares must be registered in the name of the holder in the Company's register of shareholders.
The new B shares will, if issued, be issued under the temporary ISIN code DK0062271128. No application for admission to trading and official listing has been, or will be, filed for the new B shares issued under the temporary ISIN code, and the temporary ISIN code will only be registered with VP Securities A/S ("Euronext Securities") for subscription for the new B shares. The temporary ISIN code in Euronext Securities will be merged with the permanent ISIN code for the existing B shares, DK0060946788, as soon as possible following registration of the share capital increase with the Danish Business Authority. The new B shares are expected to be admitted to trading and official listing on Nasdaq Copenhagen A/S, in the ISIN code for the existing B shares DK0060946788, on or around 29 March 2023.
The admission to trading and official listing of the new B shares is subject to the Offering not being withdrawn prior to the settlement of the Offering and the Company making an announcement to that effect.
TREASURY SHARES
Ambu currently owns a total of 3,280,217 treasury B shares, corresponding to 1.3% of Ambu's total issued and registered share capital and 1.5% of Ambu's issued and registered B share capital. Ambu contemplates selling 250,000 treasury B shares in the Offering. The treasury B shares offered for sale have been acquired under previous share buybacks.
The treasury B shares will be sold without any pre-emption rights for existing shareholders and new owners of any treasury B share will be recorded in Ambu's share register. The B shares of Ambu are issued in dematerialised form through Euronext Securities.
SETTLEMENT
The Offering will be settled through Euronext Securities by way of book entry against cash payment.
JOINT GLOBAL COORDINATORS AND JOINT BOOKRUNNERS
Danske Bank A/S, J.P. Morgan SE and Nordea Danmark, filial af Nordea Bank Abp, Finland are acting as Joint Global Coordinators and Joint Bookrunners in connection with the Offering.
Plesner and Freshfields Bruckhaus Deringer are acting as Danish and U.S. legal advisors, respectively, to Ambu for the Offering. Bech-Bruun is acting as legal advisor to the Joint Global Coordinators.
EXPECTED TIMETABLE FOR THE OFFERING
Date Event
Expected Thursday 23 March 2023 Launch
Expected Thursday 23 March 2023 Announcement of the results of the Offering
Expected Friday 24 March 2023 Trade Date and Allocations
Expected Tuesday 28 March 2023 Settlement and payment against delivery of the Shares. The Shares will be delivered in the temporary ISIN code
Expected Tuesday 28 March 2023 Registration of the capital increase with the Danish Business Authority
Expected Wednesday 29 March 2023 Admission to trading and official listing of the Shares on Nasdaq Copenhagen A/S
Expected Thursday 30 March 2023 Temporary ISIN code in Euronext is merged with permanent ISIN code
Ambu A/S
Baltorpbakken 13
2750 Ballerup
Denmark
Tel. +45 7225 2000
CVR no.: 63 64 49 19
www.Ambu.com
CONTACT
Investors
Nicolai Thomsen
Director, Investor Relations & Strategic Finance
nith@ambu.com
+45 2620 8047
Media
Tine Bjørn Schmidt
Head of Corporate Communications
tisc@ambu.com
+45 2264 0697
23/3 2023 19:22 ProInvestorNEWS 5
111634 Ambu sætter skub i aktiesalg til op mod 1,1 mia. kr.
23/3 17:19
Ambu sætter nu skub i det aktiesalg, som blev annonceret i forbindelse med selskabets kapitalmarkedsdag i tirsdags.
Aktiesalget vil blive gennemført via en accelereret bookbuilding rettet mod institutionelle investorer - en proces, hvor pensionskasser og professionelle investorer får mulighed for at tegne aktier via en auktionsproces.
Resultatet af udbuddet ventes offentliggjort senere torsdag.
Udbuddet vil udgøre cirka 5 pct. af Ambus samlede aktiekapital og vil bestå dels af nye aktier og 250.000 eksisterende akter fra selskabets egenbeholdning.
I alt vil der blive udbudt cirka 11,2 mio. aktier.
Emissionsbankerne, der står for udbuddet, er Danske Bank, JPMorgan og Nordea.
De udbudte aktier har ifølge MarketWires beregninger en værdi af cirka 1,1 mia. kr. på baggrund af torsdagens lukkekurs på 97,60 kr. Bookbuildingprocesser involverer dog ofte en mindre rabat, så det samlede beløb bliver formentlig mindre.
.\˙ MarketWire
23/3 17:19
Ambu sætter nu skub i det aktiesalg, som blev annonceret i forbindelse med selskabets kapitalmarkedsdag i tirsdags.
Aktiesalget vil blive gennemført via en accelereret bookbuilding rettet mod institutionelle investorer - en proces, hvor pensionskasser og professionelle investorer får mulighed for at tegne aktier via en auktionsproces.
Resultatet af udbuddet ventes offentliggjort senere torsdag.
Udbuddet vil udgøre cirka 5 pct. af Ambus samlede aktiekapital og vil bestå dels af nye aktier og 250.000 eksisterende akter fra selskabets egenbeholdning.
I alt vil der blive udbudt cirka 11,2 mio. aktier.
Emissionsbankerne, der står for udbuddet, er Danske Bank, JPMorgan og Nordea.
De udbudte aktier har ifølge MarketWires beregninger en værdi af cirka 1,1 mia. kr. på baggrund af torsdagens lukkekurs på 97,60 kr. Bookbuildingprocesser involverer dog ofte en mindre rabat, så det samlede beløb bliver formentlig mindre.
.\˙ MarketWire
24/3 2023 07:20 ProInvestorNEWS 4111641 Ambu A/S ("Ambu" of the "Company") has completed its offering of new B shares and existing treasury B shares (together the "Shares") through an accelerated bookbuilding process (the "Offering").
Further to company announcement no. 6 of 24 March 2023, Ambu has successfully completed an accelerated bookbuild offering of 11,577,957 new B shares and 250,000 existing treasury B shares (in aggregate corresponding to approximately 5.3% of Ambu's issued B shares), at a sales price of DKK 93 per share, raising gross proceeds to the Company of approximately DKK 1.1 billion. The board of directors of Ambu (the "Board") has today exercised its authorization in Article 9e(2) in Ambu's Articles of Association, pursuant to which the Board is authorised to make share capital increases without pre-emption rights for the existing shareholders at a price not lower than market price, to increase Ambu's share capital by issue of 11,577,957 new B shares at a subscription price of DKK 93 per new B share.
The Offering was made pursuant to applicable exemptions from the obligation to publish a prospectus in a directed issue and private placement and subscribed for by eligible institutional and professional investors in Denmark and in certain other jurisdictions at market price and without pre-emption rights for Ambu's existing shareholders. Ambu and the members of its Board and management have in connection with the Offering, agreed to undertake a lock-up commitment for 180 calendar days following settlement of the Offering (subject to certain exceptions).
CAPITAL INCREASE
Subject to settlement, the share capital increase will be registered with the Danish Business Authority and the share capital of Ambu will hereafter consist of 234,974,389 B shares of DKK 0.50 each, together with 34,320,000 A shares of DKK 0.50 each, equivalent to a registered share capital of DKK 134,647,194.5.
The new B shares represent approximately 4.5% of Ambu's total registered share capital before the capital increase and will account for approximately 4.3% of Ambu's total registered share capital upon completion of the capital increase.
ADMISSION TO TRADING AND OFFICIAL LISTING
The new B shares will be issued under the temporary ISIN code DK0062271128. No application for admission to trading and official listing has been, or will be, filed for the new B shares issued under the temporary ISIN code, and the temporary ISIN code will only be registered with VP Securities A/S ("Euronext Securities") for subscription for the new B shares. The temporary ISIN code in Euronext Securities will be merged with the permanent ISIN code for the existing B shares, DK0060946788, as soon as possible following registration of the share capital increase with the Danish Business Authority. The new B shares are expected to be admitted to trading and official listing on Nasdaq Copenhagen A/S, in the ISIN code for the existing B shares DK0060946788, on or around 29 March 2023.
The admission to trading and official listing of the new B shares is subject to the Offering not being withdrawn prior to the settlement of the Offering and the Company making an announcement to that effect.
JOINT GLOBAL COORDINATORS AND JOINT BOOKRUNNERS
Danske Bank A/S, J.P. Morgan SE and Nordea Danmark, filial af Nordea Bank Abp, Finland acted as Joint Global Coordinators and Joint Bookrunners in connection with the Offering.
Plesner and Freshfields Bruckhaus Deringer are acting as Danish and U.S. legal advisors, respectively, to Ambu for the Offering. Bech-Bruun is acting as legal advisor to the Joint Global Coordinators.
EXPECTED TIMETABLE FOR THE OFFERING
Date Event
Expected Friday 24 March 2023 Trade Date and Allocations
Expected Tuesday 28 March 2023 Settlement and payment against delivery of the Shares. The Shares will be delivered in the temporary ISIN code
Expected Tuesday 28 March 2023 Registration of the capital increase with the Danish Business Authority
Expected Wednesday 29 March 2023 Admission to trading and official listing of the Shares on Nasdaq Copenhagen A/S
Expected Thursday 30 March 2023 Temporary ISIN code in Euronext is merged with permanent ISIN code
NEW SHARES
The new B shares will rank pari passu in all respects with existing B shares in Ambu. The new B shares will be negotiable instruments, and no restrictions will apply to their transferability. No B shares, including the new B shares, carry or will carry any special rights. Rights conferred by the new B shares, including voting rights and dividend rights, will apply from the time when the capital increase is registered with the Danish Business Authority. The B new shares must be registered in the name of the holder in the Company's register of shareholders.
Ambu A/S
Baltorpbakken 13
2750 Ballerup
Denmark
Tel. +45 7225 2000
CVR no.: 63 64 49 19
www.Ambu.com
Further to company announcement no. 6 of 24 March 2023, Ambu has successfully completed an accelerated bookbuild offering of 11,577,957 new B shares and 250,000 existing treasury B shares (in aggregate corresponding to approximately 5.3% of Ambu's issued B shares), at a sales price of DKK 93 per share, raising gross proceeds to the Company of approximately DKK 1.1 billion. The board of directors of Ambu (the "Board") has today exercised its authorization in Article 9e(2) in Ambu's Articles of Association, pursuant to which the Board is authorised to make share capital increases without pre-emption rights for the existing shareholders at a price not lower than market price, to increase Ambu's share capital by issue of 11,577,957 new B shares at a subscription price of DKK 93 per new B share.
The Offering was made pursuant to applicable exemptions from the obligation to publish a prospectus in a directed issue and private placement and subscribed for by eligible institutional and professional investors in Denmark and in certain other jurisdictions at market price and without pre-emption rights for Ambu's existing shareholders. Ambu and the members of its Board and management have in connection with the Offering, agreed to undertake a lock-up commitment for 180 calendar days following settlement of the Offering (subject to certain exceptions).
CAPITAL INCREASE
Subject to settlement, the share capital increase will be registered with the Danish Business Authority and the share capital of Ambu will hereafter consist of 234,974,389 B shares of DKK 0.50 each, together with 34,320,000 A shares of DKK 0.50 each, equivalent to a registered share capital of DKK 134,647,194.5.
The new B shares represent approximately 4.5% of Ambu's total registered share capital before the capital increase and will account for approximately 4.3% of Ambu's total registered share capital upon completion of the capital increase.
ADMISSION TO TRADING AND OFFICIAL LISTING
The new B shares will be issued under the temporary ISIN code DK0062271128. No application for admission to trading and official listing has been, or will be, filed for the new B shares issued under the temporary ISIN code, and the temporary ISIN code will only be registered with VP Securities A/S ("Euronext Securities") for subscription for the new B shares. The temporary ISIN code in Euronext Securities will be merged with the permanent ISIN code for the existing B shares, DK0060946788, as soon as possible following registration of the share capital increase with the Danish Business Authority. The new B shares are expected to be admitted to trading and official listing on Nasdaq Copenhagen A/S, in the ISIN code for the existing B shares DK0060946788, on or around 29 March 2023.
The admission to trading and official listing of the new B shares is subject to the Offering not being withdrawn prior to the settlement of the Offering and the Company making an announcement to that effect.
JOINT GLOBAL COORDINATORS AND JOINT BOOKRUNNERS
Danske Bank A/S, J.P. Morgan SE and Nordea Danmark, filial af Nordea Bank Abp, Finland acted as Joint Global Coordinators and Joint Bookrunners in connection with the Offering.
Plesner and Freshfields Bruckhaus Deringer are acting as Danish and U.S. legal advisors, respectively, to Ambu for the Offering. Bech-Bruun is acting as legal advisor to the Joint Global Coordinators.
EXPECTED TIMETABLE FOR THE OFFERING
Date Event
Expected Friday 24 March 2023 Trade Date and Allocations
Expected Tuesday 28 March 2023 Settlement and payment against delivery of the Shares. The Shares will be delivered in the temporary ISIN code
Expected Tuesday 28 March 2023 Registration of the capital increase with the Danish Business Authority
Expected Wednesday 29 March 2023 Admission to trading and official listing of the Shares on Nasdaq Copenhagen A/S
Expected Thursday 30 March 2023 Temporary ISIN code in Euronext is merged with permanent ISIN code
NEW SHARES
The new B shares will rank pari passu in all respects with existing B shares in Ambu. The new B shares will be negotiable instruments, and no restrictions will apply to their transferability. No B shares, including the new B shares, carry or will carry any special rights. Rights conferred by the new B shares, including voting rights and dividend rights, will apply from the time when the capital increase is registered with the Danish Business Authority. The B new shares must be registered in the name of the holder in the Company's register of shareholders.
Ambu A/S
Baltorpbakken 13
2750 Ballerup
Denmark
Tel. +45 7225 2000
CVR no.: 63 64 49 19
www.Ambu.com
24/3 2023 10:40 VærKritisk 6111651 En større emission havde været en gave til shorterne. Nu kom der en emission, 1) som er begrænset, 2) som ikke er udløst af "tvang", men 3) som vitterlig ligner rettidig omhu og 4) som kan bruges som et mere solidt afsæt til den turnaround Ambu er i mhp at komme tilbage på vækstsporet. Dette var ikke hvad shorterne havde håbet.
