Zurich, August 4, 2014 – Conzzeta AG announces final details of the timing of the rights offering for the new Conzzeta shares. Trading in subscription rights to the 'category A' registered shares is set for August 14 to 28 on the SIX Swiss Exchange.
As announced in the media release of March 26 and approved by the Extraordinary General Meeting on June 13, Tegula AG – which holds 82% of the voting rights and 74% of the Conzzeta share capital – is to merge with Conzzeta AG itself. The merger agreement stipulates that Tegula shareholders will be compensated for their cash contribution in the form of newly issued shares. A total of 14 712 newly issued registered shares A will be offered to public shareholders in proportion to their present shareholdings as part of a public procedure and on identical terms to those offered to the Tegula shareholders. The 641 'category B' registered shares allocated to public shareholders will be offered to these public shareholders as part of a separate, non-public procedure, since the registered shares B are not listed on SIX.
The procedure is divided into the following stages: Allocation of the subscription rights will take place on August 13 after close of trading. As already announced in March, eight subscription rights held in the respective categories entitle the holder to one new registered share. Registered shares A are available with subscription rights at a price of CHF 2 160; registered shares B at CHF 432.
Trading in subscription rights of the 'category A' registered shares on the SIX Swiss Exchange will run from August 14 to 28. There is no organized trading for rights to subscribe to the new 'category B' registered shares. The subscription period will last from August 14 to 29, 12 noon CET. August 14 is designated as the first trading day for the new 'category A' registered shares. Delivery of the new shares on payment of the subscription price will take place on September 3.
As part of the capital increase in connection with the merger, a total of 50 750 new 'category A' registered shares and 33 750 new 'category B' registered shares will be issued. Following the capital increase, the share capital of Conzzeta AG will be CHF 5 175 000, divided into 456 750 fully paid-up registered shares A with a par value of CHF 10 each and 303 750 fully paid-up registered shares B with a par value of CHF 2 each.
This publication does neither constitute an offer to buy purchase rights (Bezugsrechte) or to buy or subscribe for shares of Conzzeta AG nor a prospectus within the meaning of the applicable Swiss law. Investors should make their decision to exercise purchase rights (Bezugsrechte) or to buy new shares solely based on the offering and listing prospectus published by Conzzeta AG and should consult their bank or financial adviser.
This publication is not being issued in the United States of America and should not be distributed to United States Persons or publications with a general circulation in the United States. This document does not constitute an offer or invitation to subscribe for or purchase any securities or purchase rights (Bezugsrechte). The securities of Conzzeta AG are not being offered in the United States or to U.S. Persons.
The information contained herein does not constitute an offer of securities to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995. No prospectus offering securities to the public will be published in the United Kingdom.
Any offer of securities that may be deemed to be made pursuant to this communication in any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive") is only addressed to qualified investors in that Member State within the meaning of the Prospectus Directive.
This document does not constitute a prospectus pursuant to art. 652a and/or 1156 of the Swiss Code of Obligations or the listing rules of the SIX Swiss Exchange. A decision to invest in shares of Conzzeta AG should be based exclusively on the offering and listing prospectus published by Conzzeta AG for such purpose.
The securities described herein are offered publicly in Switzerland only. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction.
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