Vivartia S.A. announces the Exercise of Over-Allotment Option in relation to guaranteed exchangeable notes due 2017
NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR TO US PERSONS.
Following the successful placement of the EUR137.5 million offering of guaranteed exchangeable notes (the Exchangeable Notes) on 30 May 2007 by its wholly-owned subsidiary, Vivartia Luxembourg S.A. (the Issuer), Vivartia S.A. (Vivartia) announces that Morgan Stanley & Co. International plc (Morgan Stanley), as Lead Manager and Sole Bookrunner for the placement, has exercised in full the over-allotment option (Option) granted to it by the Issuer.
The Option entitled Morgan Stanley to subscribe for up to an additional EUR12.5 million principal amount of the Exchangeable Notes at the original issue price. With the exercise of the Option, the total principal amount of the Exchangeable Notes now stands at EUR 150 million. The Exchangeable Notes will be exchangeable for an equal aggregate principal amount of bonds, to be issued by Vivartia, which will be convertible into ordinary shares in Vivartia (the Convertible Bonds).
Settlement of the Exchangeable Notes is expected to take place on or about 29 June 2007. Application will be made for the Exchangeable Notes to be admitted to listing on Luxembourg Stock Exchange's Euro MTF market.
This announcement does not constitute or form part of an offer to sell or the solicitation of an offer to subscribe for or otherwise acquire any securities.
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.