NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES
• Issuance of 50,320,981 new registered shares
• Subscription price of CHF 42 per share
• Subscription ratio of 11:2
• Gross proceeds of CHF 2.1 billion
• Trading update
Subject to shareholder approval at today's extraordinary general meeting, the share capital of Holcim Ltd will be increased from CHF 553,530,790 to CHF 654,172,752 through the issue of 50,320,981 fully paid-in registered shares with a par value of CHF 2 each. Upon completion of the capital increase, 327,086,376 registered shares with a par value of CHF 2 each will be outstanding.
The Board of Directors has set the final subscription price for the new registered shares at CHF 42, which corresponds to gross proceeds of CHF 2.1 billion. A syndicate of banks under the lead of UBS AG has fully underwritten the shares at the final subscription price and will offer them to existing shareholders for subscription.
On 10 July 2009, before start of trading on SIX Swiss Exchange, shareholders will be allotted 1 subscription right for each registered share held after close of exchange trading on 9 July 2009. The exercise of 11 subscription rights will entitle the holder to subscribe for 2 new shares at the subscription price of CHF 42. This corresponds to a discount of 28.1 percent to the closing price of CHF 58.45 on 7 July 2009 and of 24.9 percent to the theoretical ex-rights price, respectively.
Subscription rights will be traded on SIX Swiss Exchange from 10 July to 16 July 2009 and can be exercised from 10 July to 17 July 2009, 12:00 noon CEST. The banking syndicate may place in the market any new shares which have not been subscribed for. An application has been made to list the new shares on the SIX Swiss Exchange. Trading in the new registered shares is expected to commence on 20 July 2009.
The new shares will be fully entitled to dividends for the 2009 business year.
As already communicated on the occasion of the first quarter results, the year 2009 will turn out to be difficult. Up to May there was no reversal of the underlying economic trend visible. Accordingly the trading activity remained restrained. Some markets like the US, Spain and Eastern Europe are still difficult. On the other hand, in Asia - e.g. in India - and in Latin America Holcim sees a quite satisfactory trading acitivity. All in all, the strong presence in emerging markets has slowed down the negative EBITDA-growth.
Priority continues to be given to the financial stability of the Group, as evidenced by the successful capital market transactions, the enforcement of minimal capital expenditure levels and strict net working capital management. Holcim continues to concentrate on those factors that management can influence.
Timetable for the capital increase
8 July 2009:
- Extraordinary general meeting.
- Media release on decisions taken by the extraordinary general meeting.
9 July 2009:
- After close of business: record date for determination of shareholders entitled to subscription rights.
10 July 2009:
- Start of subscription period.
- Start of trading in subscription rights.
16 July 2009:
- Close of trading in subscription rights.
17 July 2009:
- 12:00 noon CEST: end of the subscription period.
- Subscription rights that have not been duly exercised by this time will lapse without compensation.
20 July 2009:
- First day of trading in the new shares.
23 July 2009:
- Delivery of the new shares against payment of subscription price.
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Holcim is one of the world's leading suppliers of cement and aggregates (crushed stone, gravel and sand), as well as further activities such as ready-mix concrete and asphalt including services. The Group holds majority and minority interests in more than 70 countries on all continents.
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Disclaimer Press Release
This press release constitutes neither an offer to sell nor a solicitation to buy any securities and it does not constitute an offering prospectus within the meaning of article 652a or article 1156 of the Swiss Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange. Investors should take their investment decision to buy or subscribe for new shares solely on the basis of a prospectus and the offer of securities of Holcim Ltd will be made solely by means of a prospectus to be published which will be held available at Holcim Ltd and UBS AG.These materials are not for distribution, directly or indirectly, in or into the United States. These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Canada, Japan or Australia. The Securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act").
The shares and purchase rights may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of securities in the United States, Canada, Japan or Australia.
This document is being distributed only to, and is directed at (a) persons who are outside the United Kingdom or (b) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (c) high net worth entities, and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "Relevant Persons"). The securities to which this document relates are available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be available only to or will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.
The shares and purchase rights will not be offered in Australia except to certain persons to whom an offer may be made without disclosure under Section 708 (8) or Section 708 (11) of the Corporations Act 2001.In Member States of the European Economic Area ("EEA") that as the date of this announcement have implemented the Prospectus Directive (each a "Relevant Member State"), this announcement and any offer if made subsequently is directed only at persons who are "qualified investors" within the meaning of Article 2(1)(e) of Directive 2003/71/EC (the "Prospectus Directive") ("Qualified Investors"). Any person in a Relevant Member State who acquires the securities in any offer or to whom any offer of the securities is made will be deemed to have represented and agreed that it is a Qualified Investor and that in the case of any securities acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, (i) the securities acquired by it in the offer have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than Qualified Investors; or (ii) where securities have been acquired by it on behalf of persons in any Relevant Member State other than Qualified Investors, the offer of those securities to it is not treated under the Prospectus Directive as having been made to such persons.
Holcim Ltd announces final conditions of the proposed capital increase
NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES