Air Liquide announces the launch and the terms of a share capital increase with preferential subscription rights for approximately €3.3bn as part of the refinancing of the Airgas acquisition
- Subscription ratio: 1 new share for 8 existing shares
- Subscription price: €76 per new share
- Subscription period: from September 14th, 2016 to September 28th, 2016 inclusive
Air Liquide (the “Company”) announces today the launch of a share capital increase with preferential subscription rights (the “Rights”) to existing shareholders (the “Rights Issue”), for a gross amount of approximately 3,283 million euros.
The proceeds of the Rights Issue will enable the Company to refinance a portion of the bridge loan that was contracted in December 2015 from its main banks in connection with the acquisition of Airgas, one of the main industrial gases and related products and services supplier in the USA, for an enterprise value of 13.4 billion US dollars.
This transaction, which is the 2nd step of the refinancing of this acquisition after a 3 billion euros bond issue successfully completed on June 6th, 2016, will be followed by a bond issue for an amount of 4.5 billion US dollars.
Main terms of the Rights Issue
The Rights Issue will result in the issuance of 43,202,209 new shares (the “New Shares”). Each shareholder of Air Liquide will receive one (1) Right for each share held as of the close of trading September 13th, 2016, 8 Rights allowing such holder to subscribe 1 New Share on an irreducible basis (à titre irréductible). As of the closing price of Air Liquide’s share on September 9th, 2016, the theoretical value of the right is €2.18, it being reminded that this value may fluctuate depending on the evolution of Air Liquide’s ex-right share price.
The subscription price for the New Shares has been set at €76 per share (nominal value of €5.50 and issue premium of €70.50). The subscription price represents the following discounts: 18.66% on the theoretical value of the ex-right share price (TERP), 20.52% on the closing price (€95.62) on September 9th, 2016 and 22.53% on the average of the 20 last closing prices (from August 15th to September 9th, 2016 included) of Air Liquide’s share on the regulated market of Euronext in Paris (“Euronext Paris”).
The Rights Issue will be open to the public in France only.
Subscriptions subject to reduction (à titre réductible) will be accepted but remain subject to reduction in the event of oversubscription. Any New Shares not subscribed through irrevocable entitlement (à titre irréductible) will be distributed and allocated to the Rights holders having submitted additional subscription orders subject to reduction (à titre réductible).
Air Liquide has agreed as customary not to carry out a direct or indirect share capital increase for 180 calendar days after the settlement and delivery of the Rights Issue, subject to certain exceptions.
Underwriting of the Rights Issue
The offer will be fully underwritten by a syndicate of banks.
Indicative timetable of the Rights Issue
The subscription period for the New Shares will run from September 14th, 2016 to September 28th, 2016 inclusive. During this period, the Rights will be listed and traded on Euronext Paris under the ISIN code FR0013201381. The Rights not exercised before the end of the subscription period, i.e., the close of trading on September 28th, 2016, shall automatically become null and void.
Settlement and delivery and start of trading on Euronext Paris (Segment A) of the New Shares is expected to take place on October 11th, 2016. The New Shares, which will carry dividend rights and will entitle their holders to any dividends declared by the Company from the date of issue, will be, as from their issue date, fully fungible with the Company’s existing shares and will be traded under the same ISIN code as the Company’s existing shares, ISIN code FR0000120073.
Note: The English version of this press release may differ from the French version for regulatory reasons.
These materials and the information contained herein do not constitute an offer to sell or subscribe, nor the solicitation of an order to purchase or subscribe, securities in any country other than France.
These materials are not an offer of securities for sale nor the solicitation of an offer to purchase securities in the United States of America or any other jurisdiction. The securities referred to herein may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Air Liquide does not intend to register any portion of the planned offer in the United States of America or to conduct a public offering of securities in the United States of America.
This document does not contain or constitute an invitation, inducement or solicitation to invest.
This document does not constitute a prospectus within the meaning of Directive 2003/71/EC of the European Parliament and the Council of 4 November 2003, as amended (the “Prospectus Directive”).
With respect to the Member States of the European Economic Area (each a “Relevant Member State”), no action has been undertaken or will be undertaken to make an offer to the public of the securities requiring a publication of a prospectus in any Relevant Member State, other than France. As a result, the new or existing securities of Air Liquide may not be offered and will not be offered in any Relevant Member State other than France, except (i) to any legal entity which is a qualified investor as defined under the Prospectus Directive, (ii) to fewer than 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive) as permitted under the Prospectus Directive; or (iii) in any other circumstances not requiring Air Liquide to publish a prospectus as provided under Article 3(2) of the Prospectus Directive and/or regulations applicable in the Relevant Member State.
For the purposes of this provision, an “offer to the public” in relation to the new or existing securities of Air Liquide in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the new or existing securities of Air Liquide to be offered so as to enable an investor to decide to purchase the new or existing securities shares of Air Liquide, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State.
This press release is directed only at and is for distribution only to persons who (i) are outside the United Kingdom, (ii) are “investment professionals” falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”), (iii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Order or (iv) are other persons to whom an invitation or inducement to engage in investment activity (within the meaning of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons in (i), (ii), (iii) and (iv) together being referred to as “Relevant Persons”). This press release is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this press release relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.