Ad hoc: HEAD N.V. ANNOUNCES RIGHTS OFFERING OF UP TO 199,958,536 NEW PREFERENCE SHARES AT AN ISSUE PRICE OF ?0.05 PER NEW PREFERENCE SHARE
(Thomson Reuters ONE) -
Head N.V. /
Ad hoc: HEAD N.V. ANNOUNCES RIGHTS OFFERING OF UP TO 199,958,536 NEW PREFERENCE
SHARES AT AN ISSUE PRICE OF ?0.05 PER NEW PREFERENCE SHARE
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The issuer is solely responsible for the content of this announcement.
Not for release, distribution or publication, whether directly or indirectly and
whether in whole or in part, into or in the United States, Australia, Canada or
Japan or any other jurisdiction in which such release, publication or
distribution would be unlawful. Other restrictions are applicable. Please see
the disclaimer at the end of this announcement.
This announcement is not a prospectus. Nothing in this announcement constitutes
an offer of securities in the United States or in any other jurisdiction. The
Offer Shares have not been and will not be registered under the US Securities
Act of 1933, as amended (the "Securities Act") and may not be offered or sold in
the United States or to U.S. persons except to qualified institutional buyers,
as defined in Rule 144A of the Securities Act (QIBs) pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act.
HEAD N.V. ANNOUNCES RIGHTS OFFERING OF UP TO 199,958,536 NEW PREFERENCE SHARES
AT AN ISSUE PRICE OF ?0.05 PER NEW PREFERENCE SHARE
Amsterdam - February 11, 2011. Head N.V. (the Company or Head) announces that it
is offering up to 199,958,536 new preference shares with a nominal value of
?0.01 each (the Offer Shares and the Offering, respectively) at an issue price
of ?0.05 per Offer Share (the Issue Price). Holders of ordinary shares in the
capital of the Company having a nominal value of ?0.01 (the Ordinary Shares) as
at the record date will be granted the non-transferable entitlement to subscribe
(subject to being an Eligible Person) for the Offer Shares pro rata to their
holdings of Ordinary Shares at the Issue Price per Offer Share, subject to
applicable securities laws and on the terms set out in the prospectus dated
February 11, 2011 (the Prospectus). Each Eligible Person will be entitled to
subscribe for 2.267 Offer Shares for each Ordinary Share held on the record date
(rounded down to the nearest Offer Share).
RATIONALE FOR THE OFFERING
Given the seasonality of the Company's cash flows and working capital
requirements, it has been necessary in the past for the Company to support its
liquidity requirements with debt facilities. In light of recent economic
conditions, including the impact on the availability and cost of debt financing,
the Company considers it prudent financial planning to seek additional equity
finance from its shareholders. The aggregate net proceeds of the Offering are
anticipated to be approximately ?9.5 million. The Company will use the aggregate
net proceeds of the Offering for general corporate purposes.
KEY FEATURES OF THE OFFERING
The following details are subject to the more detailed terms of the Offering
that will be set out in the Prospectus, which is expected to be available as of
today.
General
No action has been or will be taken to permit a public offering of the Offer
Shares in any jurisdiction other than in Austria, France, Germany, Italy, the
Netherlands, Switzerland and the United Kingdom. The Offering is only made in
those jurisdictions in which, and only to those persons to whom, the Offering
may lawfully be made (Eligible Persons).
The statutory preemptive rights of the holders of Ordinary Shares have been
excluded with respect to the Offering.
No application has been or will be made to list or trade the Offer Shares or the
entitlement to subscribe for Offer Shares on the Vienna Stock Exchange or
elsewhere.
The entitlement to subscribe for Offer Shares is not transferable. The Offer
Shares may only be transferred with the approval of the Company's supervisory
board.
Conditions to the Offering
Subsequent to the publication of the Prospectus, an extraordinary general
meeting of shareholders (the EGM) will be convened at which, among other things,
it will be proposed to (i) amend the Articles so that all of the Preference
Shares, and thus all of the Offer Shares, will have the terms and conditions set
out in "Proposed Terms and Conditions of the Offer Shares" and to (ii) increase
the authorised share capital of the Company from ?4,000,000, comprising
200,000,000 Ordinary Shares and 200,000,000 Preference Shares, to ?14,000,000,
comprising 1,200,000,000 Ordinary Shares and 200,000,000 Preference Shares, so
as to facilitate the Offering and, ultimately, the conversion of the Offer
Shares into Ordinary Shares (the Resolutions).
Settlement of the Offering is conditional upon the passing of the Resolutions.
If any of the Resolutions is not passed on or before June 1, 2011, the Offering
will be withdrawn.
Record Date
The record date for determining the holders of the outstanding Ordinary Shares
who will receive the entitlement to subscribe for Offer Shares (subject to
applicable securities laws) is immediately following the close of trading of
Ordinary Shares on the official market of the Vienna Stock Exchange at 17:40 CET
on February 10, 2011 (the Record Date).
Entitlement
Subject to applicable securities laws, each Eligible Person holding Ordinary
Shares immediately following the close of trading in the Ordinary Shares on the
official market of the Vienna Stock Exchange at 17:40 CET on the Record Date
will be entitled to and will have the right to subscribe for 2.267 Offer Shares
for every 1 Ordinary Share held on the Record Date (rounded down to the nearest
Offer Share). No fractional Offer Shares will be issued.
Only holders of Ordinary Shares who qualify as Eligible Persons as of the Record
Date will be entitled to take up or exercise their entitlement to subscribe for
Offer Shares. The Offering does not constitute an offer of the Offer Shares to
any person that is not an Eligible Person and does not confer any rights upon
such person, including the right to take up or exercise the entitlement to, any
Offer Shares.
Exercise Period
Eligible Persons may, subject to applicable securities laws, subscribe for Offer
Shares during the period from 09:00 CET on February 11, 2011 until 15:30 CET on
February 18, 2011 (the Exercise Period). Once an Eligible Person has validly
exercised its entitlement to subscribe for Offer Shares, it cannot revoke or
modify that exercise, except as otherwise described in the Prospectus. After the
Exercise Period has ended, the entitlement may no longer be exercised.
Subscription
VEM Aktienbank AG will act as the subscription agent in relation to the Offering
(the Subscription Agent).
Holders of bearer Ordinary Shares should exercise their entitlement in
accordance with the instructions received from their financial intermediary.
Holders of registered Ordinary Shares should contact the Subscription Agent and
should exercise their entitlement in accordance with the instructions received
from it.
The Subscription Agent will be responsible for collecting exercise instructions
from Eligible Persons. All questions concerning the timelines, validity and form
of instructions to the Subscription Agent in relation to the exercise of the
entitlement to subscribe for Offer Shares will be determined by the Subscription
Agent. The Company is not liable for any action or failure to act by a financial
intermediary through which shareholders hold their Ordinary Shares or the
Subscription Agent (as the case may be) in connection with any subscriptions or
purported subscriptions.
Payment and Delivery
The Offer Shares will be in registered form and will not be listed. Delivery of
the Offer Shares will accordingly be effected via entry in the Company's
register of shareholders, which will be administered by Computershare
Deutschland GmbH & Co KG, an affiliate of the Subscription Agent. No share
certificates for Offer Shares will be issued.
Immediately after the EGM, the Company will publish a press release stating
whether or not all of the Resolutions have been passed and whether the Offering
has accordingly become unconditional. If all of the Resolutions are passed at
the EGM and the Offering accordingly becomes unconditional, the Settlement Date
will be April 29, 2011.
If the Offering has become unconditional, the Subscription Agent will send a
written notice to you stating the number of Offer Shares allotted to you. This
written notice will include instructions for the payment of the Issue Price for
the Offer Shares allotted to you. Payment for the Offer Shares must be made in
accordance with the instructions in the written notice and in any event on or
before the Settlement Date.
Unexercised entitlement and underwriting arrangements
Any Offer Shares not validly subscribed for by Eligible Persons during the
Exercise Period, including any Offer Shares not subscribed for as a result of
the rounding-down of Shareholders' entitlements to Offer Shares or not issued as
a result of a failure by the relevant Shareholder to timeously complete and
submit all subscription forms or to pay the Issue Price, in each case in the
accordance with the instructions of the Subscription Agent, will be bought by
the Company's principal shareholder, Head Sports Holdings N.V., at the Issue
Price, subject to the terms and conditions of an underwriting agreement dated
February 10, 2011 between the Company and Head Sports Holdings N.V.
Potential Dilution
In aggregate, up to 199,958,536 Preference Shares will be issued. Accordingly,
if a holder of Ordinary Shares does not participate in the Offering, his
proportionate ownership and voting interests in the Company will be immediately
diluted by approximately 69.3% by the issue of the Offer Shares. On the tenth
anniversary of issue, each Offer Shares then outstanding will automatically
convert into 5 Ordinary Shares without any further action of the holders of the
Offer Shares required. Early conversion is possible upon a resolution to that
effect by the meeting of holders of Ordinary Shares (excluding holders of Offer
Shares in respect of their holding of Offer Shares) adopted with a simple
majority of all votes cast. If and when the Offer Shares are converted into
Ordinary Shares (at a ratio of 5 Ordinary Shares for each 1 Offer Share), the
proportionate ownership and voting interest in the Company of a holder of
Ordinary Shares that did not participate in the Offering may be diluted further,
up to a maximum of approximately 91.9% in aggregate.
Expected Timetable of the Offering
The timetable below lists certain expected key dates for the Offering.
Record Date Immediately following the close of
trading in the Ordinary Shares on the
official market of the Vienna Stock
Exchange at 17:40 CET on February
10, 2011
Exercise Period commences 09:00 CET on February 11, 2011
Exercise Period ends 15:30 CET on February 18, 2011
EGM at which Resolutions will be April 1, 2011
proposed expected to be convened on
Allotment of Offer Shares (1) April 1, 2011
Issuance of, payment for and delivery of April 29, 2011
the Offer Shares (1)
(1) These dates assume that the EGM is held on the date indicated above and that
all of the Resolutions are passed at the EGM.
The results of the Offering will also be made public through publication of a
press release by the Company as soon as possible after allotment of the Offer
Shares.
The Company may adjust the dates, times and periods given in the timetable and
throughout the Prospectus. If the Company should decide to adjust dates, times
or periods, or if it otherwise becomes necessary to adjust any of the dates,
times or periods, it will notify the AFM and will issue a press release and (if
required) an advertisement in the Daily Official List. Any other material
alterations will be published in a press release, in an advertisement in the
Daily Official List (if required) and in a supplement to the Prospectus (if
required).
TERMS AND CONDITIONS OF THE OFFER SHARES
Settlement of the Offering is conditional upon the passing of the Resolutions.
Accordingly, if and when the Offering becomes unconditional and the Offer Shares
are issued, the Offer Shares will have the terms and conditions described
further in the Prospectus.
FURTHER INFORMATION ON THE OFFERING
For further details of the Offering, reference is made to the Prospectus, which
is expected to be available as of today. Subject to applicable laws, copies of
the Prospectus (together with translations into French, German and Italian of
the summary section of the Prospectus), and any supplement to the Prospectus (if
any), may be obtained free of charge for the life of the Prospectus: (i) through
the website of the Company at http://www.head.com; (ii) at the registered office
of the Company at the address set out below during normal business hours; or
(iii) at the offices of the Subscription Agent at the address set out below
during normal business hours; and (iv) by sending a request in writing or by fax
or e-mail to the Company or the Subscription Agent at the addresses set out
below.
Head N.V.
Rokin 55, 1012 KK Amsterdam, The Netherlands
Telephone: +31 20 625-1295
Facsimile: +31 20 521 4822
E-Mail:headinvestors(at)aol.com
Subscription Agent
VEM Aktienbank AG
Prannerstraße 8, Munich, Germany
Telephone: +49 89 30903 320
Facsimile: +49 89 30903 7320
E-Mail:head(at)computershare.de
Website:www.vem-aktienbank.de
About Head
Head N.V. is a leading global manufacturer and marketer of premium sports
equipment. Head N.V.'s ordinary shares are listed on the Vienna Stock Exchange.
Our business is organized into four divisions: Winter Sports, Racquet Sports,
Diving and Licensing. We sell products under the Head (tennis, squash and
racquetball racquets, tennis balls, tennis footwear, badminton products, alpine
skis, ski bindings and ski boots, snowboards, bindings and boots, helmets and
protection wear), Penn (tennis and racquetball balls), Tyrolia (ski bindings),
and Mares/Dacor (diving equipment) brands. We hold leading positions in all of
our product markets and our products are endorsed by some of the world's top
athletes including;
Skiers: Bode Miller, Didier Cuche, Aksel Lund Svindal, Ted Ligety, Werner Heel,
Kjetil Jansrud, Patrick Staudacher, Johann Grugger, Hermann Maier, Franz
Klammer, Jon Olsson, Lindsey Vonn, Maria Riesch, Anja Parson, Elisabeth Gorgl,
Sarka Zahrobska
Tennis players: Novak Djokovic, Andy Murray, Robin Soderling, Mikhail Youzhny,
Marin Cilic, Svetlana Kuznetsova, Victoria Azarenka, Andre Agassi, Guillermo
Vilas, Ilie Nastase, Bjorn Borg, Mansour Bahrami.
DISCLAIMER
Not for release, distribution or publication, whether directly or indirectly and
whether in whole or in part, into or in the United States, Australia, Canada or
Japan or any other jurisdiction in which such release, publication or
distribution would be unlawful.
This announcement is for information purposes only and is not intended to
constitute, and should not be construed as, an offer to sell or a solicitation
of any offer to buy the securities of Head N.V. (such securities, the
Securities) in the United States, Australia, Canada, Japan or in any other
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration, exemption from registration or qualification under the
securities laws of such jurisdiction.
The Securities have not been and will not be registered under the US Securities
Act of 1933, as amended (the Securities Act) and may not be offered or sold in
the United States or to U.S. persons except to qualified institutional buyers,
as defined in Rule 144A of the Securities Act (QIBs) pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act. Each purchaser of Securities, in making a purchase, will be
deemed to have made certain acknowledgements, representations and agreements as
set out in the Prospectus and each QIB purchaser in the United States must
execute a letter in the form attached to the Prospectus as a condition precedent
to subscribing for any Securities.
No action has been taken by Head N.V. that would permit an offer of Securities
or the possession or distribution of this announcement or any other offering or
publicity material relating to such Securities in any jurisdiction where action
for that purpose is required.
The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in such
jurisdictions into which this announcement is released, published or
distributed, should inform themselves about, and observe such restrictions.
No reliance may be placed for any purpose whatsoever on the information in this
announcement or its completeness. None of the Company, its directors, officers,
employees or advisors nor any other person (i) makes any representation or
warranty, express or implied, as to, and accordingly no reliance should be
placed on, the fairness, accuracy or completeness of, the information contained
in this announcement or of the views given or implied; and (ii) shall have any
liability whatsoever for any errors or omissions or any loss howsoever arising,
directly or indirectly, from this announcement or its contents.
This announcement includes forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. When used in this
announcement, the words "anticipate", "believe", "could", "estimate", "expect",
"intend", "may", "plan", "predict", "project", "will" and similar terms and
phrases, including references to assumptions, as they relate to Head N.V., its
management or third parties, identify forward-looking statements. Forward-
Looking statements include statements regarding Head N.V.'s business strategy,
financial condition, results of operations, and market data, as well as any
other statements that are not historical facts. These statements reflect beliefs
of Head N.V.'s management as well as assumptions made by its management and
information currently available to Head N.V. Although Head N.V. believes that
these beliefs and assumptions are reasonable, the statements are subject to
numerous factors, risks and uncertainties that could cause actual outcomes and
results to be materially different from those projected.
This announcement is not a prospectus. Nothing in this announcement constitutes
an offer of Securities in the United States or in any other jurisdiction. The
offer to acquire Securities pursuant to the Offering will be made, and any
investor should make its investment, solely on the basis of information that
will be contained in the prospectus to be made generally available in the
Netherlands in connection with the Offering.
--- End of Message ---
Head N.V.
Rokin 55 Amsterdam Niederlande
WKN: 577203 ;ISIN: NL0000238301;
Offering Notice Preference Shares (PDF):
http://hugin.info/133711/R/1487990/423487.pdf
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Head N.V. via Thomson Reuters ONE
[HUG#1487990]
Unternehmensinformation / Kurzprofil:
Datum: 11.02.2011 - 09:01 Uhr
Sprache: Deutsch
News-ID 51376
Anzahl Zeichen: 22061
contact information:
Town:
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Kategorie:
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"Ad hoc: HEAD N.V. ANNOUNCES RIGHTS OFFERING OF UP TO 199,958,536 NEW PREFERENCE SHARES AT AN ISSUE PRICE OF ?0.05 PER NEW PREFERENCE SHARE"
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