DGAP-News: Amatheon Agri Holding N.V.: Announcement of Intended Capital Increase Subscription

Amatheon Agri Holding N.V.: Announcement of Intended Capital Increase Subscription

DGAP-News: Amatheon Agri Holding N.V. / Schlagwort(e): Kapitalerhöhung

Amatheon Agri Holding N.V.: Announcement of Intended Capital Increase

Subscription

07.04.2015 / 21:35

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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR

INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA,

CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES

OF SECURITIES WOULD BE PROHIBITED BY APPLICABLE LAW.

Press Release

Announcement of Intended Capital Increase Subscription

Amatheon Agri Holding N.V. (the "Company"), the Euronext listed

agribusiness and farming group, announces that its capital increase of

up to EUR 50 million is intended to be fully subscribed to.

On 8 December 2014, an Extraordinary General Meeting of Shareholders

("EGM") authorised the Management Board, subject to the approval of the

Supervisory Board, to raise aggregate proceeds of up to EUR 50 million in

an equity capital raise. The Management Board was authorised to issue up to

21,739,130 shares to interested parties ("New Shares"), which could be

existing shareholders or third parties, by way of a private placement. The

subscription price per New Share was determined as equal the average

closing price of the current issued shares in the capital of the Company

quoted on the Marché Libre of Euronext in Paris during five trading days

preceding the day of the EGM notice, being EUR 2.30 per share.

The New Shares are intended to be subscribed to by Sapinda Asia Ltd and

Sapinda Invest SARL (the "Subscribers"), which are both Eligible

Shareholders as defined in the EGM notice. The Company intends to enter

into subscription agreements with the Subscribers.

The Management Board intends to resolve to issue the New Shares to the

Subscriber and the subscription is expected to be executed in the coming

fortnight.

The purpose of the capital increase is intended to fund the Company Group's

further expansion and investment in Sub-Saharan Africa as well as to

repurchase a portion of the outstanding 8.25% bond due 2017 (ISIN

DE000A1ZML05), issued by Amatheon Financing B.V..

The Management Board

Berlin, Germany, 7 April 2015

*

* *

For further information please see the Group's website

www.amatheon-agri.com.

All communications to the Group or the Management Board in connection with

the foregoing must be addressed as follows:

Amatheon Agri Holding N.V.

Friedrichstrasse 95, 10117 Berlin, Germany

Tel: +49 30 53 000 90 04

Fax: +49 30 53 000 90 20

email: r.french@amatheon-agri.com

This press release is an advertisement and not a prospectus and not

an offer of securities for sale in any jurisdiction, including in

or into the United States of America, Australia, Canada or Japan or

any jurisdiction in which offers or sales of the securities would

be prohibited by applicable law. Neither this press release nor

anything contained herein shall form the basis of, or be relied

upon in connection with, any offer or commitment whatsoever in any

jurisdiction. No prospectus will be prepared in connection with the

offering of the securities referred to herein. The securities

referred to herein may not be offered to the public in any

jurisdiction in circumstances which would require the issuer and

its advisors or any of their respective affiliates, or any person

acting on behalf of thereof, to prepare and register any prospectus

or offering document relating to the securities referred to herein

in such jurisdiction.

The securities referred to herein may not be offered or sold in the

United States of America (as defined in Regulation S under the U.S.

Securities Act of 1933, as amended (the "Securities Act")) absent

registration under the Securities Act or another exemption from, or

in a transaction not subject to, the registration requirements of

the Securities Act. Subject to certain exceptions, the securities

referred to herein may not be offered or sold in Australia, Canada

or Japan or to, or for the account or benefit of, any national,

resident or citizen of Australia, Canada or Japan. The offer and

sale of the securities referred to herein has not been and will not

be registered under the Securities Act or under the applicable

securities laws of Australia, Canada or Japan. There will be no

public offer of the securities in the United States of America,

Australia, Canada or Japan.

This press release does not constitute a recommendation concerning

any offering of securities. Acquiring investments to which this

press release relates may expose an investor to a significant risk

of losing the entire amount invested. The value of securities can

decrease as well as increase. Past performance is not a guide to

future performance. Potential investors should consult a

professional adviser as to the suitability of any offering for the

individual concerned. No reliance may or should be placed by any

person for any purposes whatsoever on the information contained in

this press release or on its completeness, accuracy or fairness.

The information in this press release is subject to change.

This press release may include statements that are, or may be

deemed to be, "forward-looking statements". These forward-looking

statements may be identified by the use of forward-looking

terminology, including the terms "believes", "estimates", "plans",

"projects", "anticipates", "expects", "intends", "may", "will" or

"should" or, in each case, their negative or other variations or

comparable terminology, or by discussions of strategy, plans,

objectives, goals, future events or intentions. Any

forward-looking statements reflect the Group's current view with

respect to future events and are subject to risks relating to

future events and other risks, uncertainties and assumptions

relating to the Group's business, results of operations, financial

position, liquidity, prospects, growth or strategies. Many factors

could cause actual results to differ materially from those

projected or implied in any forward-looking statements. Due to

such uncertainties and risks, readers are cautioned not to place

undue reliance on such forward-looking statements. Forward-looking

statements speak only as of the date they are made. Each of the

Group and its advisors and their respective affiliates expressly

disclaims any obligation or undertaking to update, review or revise

any forward-looking statement contained in this press release

whether as a result of new information, future developments or

otherwise.

The Group's advisors are acting exclusively for the Group and

no-one else in connection with the offering of the securities

referred to herein. They will not regard any other person as their

respective clients in relation to such offering and will not be

responsible to anyone other than the Group for providing the

protections afforded to their respective clients, or for providing

advice in relation to such securities, the contents of this

announcement or any transaction, arrangement or other matter

referred to herein.

None of the Group's advisors or any of their respective directors,

officers, employees, advisers or agents accepts any responsibility

or liability whatsoever for or makes any representation or

warranty, express or implied, as to the truth, accuracy or

completeness of the information in this announcement (or whether

any information has been omitted from the announcement) or any

other information relating to the Group, whether written, oral or

in a visual or electronic form, and howsoever transmitted or made

available or for any loss howsoever arising from any use of this

announcement or its contents or otherwise arising in connection

therewith.

The offer referred to herein when made in member states of the

European Economic Area ("EEA") which have implemented the

Prospectus Directive (each, a "relevant member state"), is only

addressed to and directed at persons who are "qualified investors"

as defined in the Prospectus Directive ("Qualified Investors"). For

these purposes, the expression "Prospectus Directive" means

Directive 2003/71/EC (and amendments thereto, including the 2010 PD

Amending Directive, to the extent implemented in a relevant member

state), and includes any relevant implementing measure in the

relevant member state and the expression "2010 PD Amending

Directive" means Directive 2010/73/EU.

In the United Kingdom, this announcement is directed only at,

Qualified Investors (i) who have professional experience in matters

relating to investments falling within Article 19(5) of the

Financial Services and Markets Act 2000 (Financial Promotion) Order

2005, as amended (the "Order") or (ii) who fall within Article

49(2)(a) to (d) of the Order, and (iii) to whom it may otherwise

lawfully be communicated (all such persons together being referred

to as "relevant persons"). This announcement must not be acted on

or relied on (i) in the United Kingdom, by persons who are not

relevant persons, and (ii) in any member state of the European

Economic Area other than the United Kingdom, by persons who are not

Qualified Investors.

In connection with the offering of the securities referred to

herein, the Group's advisors and any of their affiliates, acting as

investors for their own accounts, may subscribe for or purchase

securities of the Group and in that capacity may retain, purchase,

sell, offer to sell or otherwise deal for their own accounts in

such securities and any other securities of the Group or any

related investments and may offer or sell such securities or other

investments otherwise than in connection with the offering of the

securities referred to herein. The Group's advisors do not intend

to disclose the extent of any such investment or transactions

otherwise than in accordance with any legal or regulatory

obligations to do so.

This press release is an advertisement and not a prospectus.

Investors should not purchase or subscribe for any securities

referred to in this press release

In connection with the issue of the securities the Stabilising

Manager or any person acting on behalf of the Stabilising Manager

may over-allot the securities or effect transactions with a view to

supporting the market price of the securities at a level higher

than that which might otherwise prevail. However, there is no

assurance that the Stabilising Manager (or any persons acting on

behalf of the Stabilising Manager) will undertake stabilisation

action. Any stabilisation action, if begun, may be ended at any

time, and must be brought to an end after a limited period.

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07.04.2015 Veröffentlichung einer Corporate News/Finanznachricht,

übermittelt durch DGAP - ein Service der EQS Group AG.

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Sprache: Deutsch

Unternehmen: Amatheon Agri Holding N.V.

Friedrichstrasse 95

10117 Berlin

Deutschland

Telefon: +49 (0)30 5 3000 9023

Fax: +49 (0)30 5 3000 9020

E-Mail: info@amatheon-agri.com

Internet: www.amatheon-agri.com

ISIN: NL0010273694

WKN: A1J4XD

Börsen: Auslandsbörse(n) Paris

Ende der Mitteilung DGAP News-Service

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