VIVARTIA HOLDING S.A.
Announcement
VIVARTIA S.A. ("Vivartia") announces that it has completed the issue of euro 150,000,000 1.50 per cent. convertible bonds due 2017 (the "Convertible Bonds"). The Convertible Bonds were subscribed and fully paid by Vivartia Luxembourg S.A. (the "Issuer"), a wholly owned subsidiary of Vivartia incorporated in the Grand Duchy of Luxembourg, using the proceeds of the issue of euro 150,000,000 1.50% exchangeable notes due 2017 (the "Exchangeable Notes"), guaranteed by Vivartia. The offering of the Exchangeable Notes was made outside the United States exclusively to institutional investors who are non-US persons and was completed by way of a book building. The Exchangeable Notes are exchangeable for the Convertible Bonds, which are automatically convertible into new ordinary shares in Vivartia in accordance with the terms and conditions of the Convertible Bonds. The initial conversion price is euro 21.80 per new share in Vivartia taking into account the adjustment following the extraordinary dividend of euro 1.25 which took effect on June 25th 2007. A successful application was made for the listing of the Exchangeable Notes on the Official List of the Luxembourg Stock Exchange and to trading on the Luxembourg Stock Exchange's Euro MTF market. Trading in the Exchangeable Notes on the Euro MTF Market commenced on 29 June 2007. THIS ANNOUNCEMENT IS NOT AN OFFER OF THE EXCHANGEABLE NOTES, THE CONVERTIBLE BONDS OR THE ORDINARY SHARES OF VIVARTIA TO THE PUBLIC AND IS NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY INTO OR IN THE UNITED STATES (OR TO US PERSONS), AUSTRALIA, CANADA, ITALY OR JAPAN OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY ANY APPLICABLE LAW. ANY OFFER OF SECURITIES TO THE PUBLIC THAT MAY BE DEEMED TO BE MADE PURSUANT TO THIS ANNOUNCEMENT IN ANY E.E.A. MEMBER STATE THAT HAS IMPLEMENTED E.U. DIRECTIVE 2003/71/EC (TOGETHER WITH ANY APPLICABLE IMPLEMENTING MEASURES IN ANY MEMBER STATE, THE "PROSPECTUS DIRECTIVE") IS ADDRESSED SOLELY TO QUALIFIED INVESTORS (WITHIN THE MEANING OF THE PROSPECTUS DIRECTIVE) IN THAT MEMBER STATE. IN THE UNITED KINGDOM, THIS ANNOUNCEMENT, IN SO FAR AS IT CONSTITUTES AN INVITATION OR INDUCEMENT TO PARTICIPATE IN THE OFFERING, IS DIRECTED EXCLUSIVELY AT (A) PERSONS WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2001 (AS AMENDED) ("THE ORDER") OR (B) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC) OF THE ORDER OR (C) OTHER PERSONS TO WHOM IT MAY BE DIRECTED WITHOUT CONTRAVENTION OF SECTION 21 OF FINANCIAL SERVICES AND MARKETS ACT 2000 (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). ACCORDINGLY, IN THE UNITED KINGDOM, THIS ANNOUNCEMENT, IN SO FAR AS IT CONSTITUTES AN INVITATION OR INDUCEMENT TO PARTICIPATE IN THE OFFERING, MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS AND ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS COMMUNICATION RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.