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21 November 2019
Kendrion announces launch of capital increase by means of accelerated bookbuild offering
Kendrion N.V. (AMS: KENDR), hereinafter the "Company" or "Kendrion", announces the launch of a capital increase via an accelerated bookbuild offering (the "Offering") of up to 1,357,486 new ordinary shares (the "New Shares"), representing up to 10% of the Company’s issued share capital as at the date of the annual general meeting of the Company held on 8 April 2019, with the possibility to increase the Offering size with up to 235,592 existing ordinary shares which the Company currently holds in treasury (the "Treasury Shares" and together with the New Shares, the "Offered Shares"), representing up to c.2% of the Company’s current issued share capital.
The Company intends to use the net proceeds from the Offering to refinance the committed bridge loan obtained to partially finance the acquisition of INTORQ as announced on 5 November 2019 (the "Acquisition").
Various of the Company’s main shareholders (including, amongst others, Teslin Capital Management B.V. through their funds Teslin Participaties Coöperatief U.A. and Midlin N.V., NN Investment Partners, Kempen Oranje Participaties and Monolith) are supportive of the Offering and have pre-committed to subscribe in the Offering for approximately their pro rata share.
The Offered Shares will be issued without pre-emptive rights for existing shareholders and offered exclusively to qualified investors in the European Economic Area ("EEA"), to qualified institutional buyers in the United States in reliance on an exemption from the registration requirements of the U.S. Securities Act of 1933, as amended (the "Securities Act"), and to certain qualified investors in other jurisdictions. The New Shares will rank pari passu in all respects with the existing shares of the Company and will be issued under the Company's current shareholder authorisation provided at the 2019 annual general meeting of 8 April 2019.
The bookbuilding procedure will commence with immediate effect. The final number of shares and the issue price will be announced by the Company as soon as possible after closing of the bookbuilding in a subsequent press release which is expected to be published before markets open on Euronext Amsterdam on 22 November 2019, subject to acceleration.