2,107,952 shares not taken up by Implenia shareholders in the rights offering are being offered in the share placement by way of a public offering in Switzerland and private placements in certain jurisdictions outside Switzerland in compliance with applicable securities laws. The final number of new shares to be issued and sold in the rights offering and the share placement will be 5,172,160 and, following the capital increase in connection with the offering, Ina Invest will have issued 8,866,560 registered shares in total with a nominal value of CHF 0.03 each.
All members of the Implenia Executive Committee have exercised their rights in full. Both members of the Ina Invest Board of Directors nominated by Implenia have exercised all of their rights as well.
The final offer price in the offering and for the share placement will be determined following the end of the bookbuilding period. The end of the bookbuilding period is expected to be on 11 June 2020, 15:00 CEST and the offer price is expected to be announced on 12 June 2020, before start of trading on SIX Swiss Exchange.
Based on the take-up in the rights offering and the current status of the order book, the offer price could be set at the maximum of CHF 22.42, corresponding to the net asset value (NAV) per share of Ina Invest (based on a valuation by Wüest Partner as per 31 March 2020).
The listing and first day of trading of the shares, including the existing 3,694,400 shares of Ina Invest to be distributed as dividend in kind to the Implenia shareholders and of the new shares issued in connection with the offering, on SIX Swiss Exchange will be on 12 June 2020. Settlement and delivery of the new shares against payment of the offer price is expected to occur on or around 16 June 2020.
Ina Invest Ltd is a new player in the Swiss real estate sector, which was created through the transfer of half of Implenia’s development portfolio and held by Ina Invest Holding Ltd and Implenia. Ina Invest Ltd will develop this initial set of projects, in order to build up a portfolio of yielding properties, and, at the same time will continue to make land acquisitions to grow. With a focus on residential, the properties have a varied usage profile and are in very good locations all over Switzerland. As a result of its transparent collaboration with Implenia, Ina Invest Ltd will benefit from the expertise of Switzerland’s leading construction services provider. In the development and management of its portfolio, Ina Invest Ltd expects to meet the highest sustainability standards thanks to an integrated view of the entire value chain and holistic integration of sustainability across all phases. More information can be found at ina-invest.com.
This document is not an offer to sell or a solicitation of offers to purchase or subscribe for shares. This document is (i) not a prospectus within the meaning of Article 652a of the Swiss Code of Obligations, (ii) not a listing prospectus as defined in articles 27 et seqq. of the listing rules of the SIX Swiss Exchange AG or of any other stock exchange or regulated trading venue in Switzerland, (iii) not a prospectus within the meaning of the Swiss Financial Services Act and (iv) not a prospectus under any other applicable laws. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. 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. A decision to invest in securities of Ina Invest Holding AG should be based exclusively on the issue and listing prospectus published by Ina Invest Holding AG (the "Company") for such purpose. Print copies of this Offering Circular, the Pricing and Offer Size Supplement, and any other supplement hereto are available free of charge in Switzerland at Credit Suisse AG, Zurich, Switzerland (equity.prospectus@credit- suisse.com) and at Ina Invest Holding AG, Binzmühlestrasse 11, 8050 Zurich, Switzerland (T +41 44 552 97 17, email@example.com), as well as at Implenia AG Industriestrasse 24, 8305 Dietlikon, Switzerland (T +41 58 474 45 15, firstname.lastname@example.org) during regular business hours.
This document is not for publication or distribution in the United States of America (including its territories and possessions, any State of the United States and the District of Columbia), Canada, Australia or Japan or any other jurisdiction into which the same would be unlawful. This document does not constitute an offer or invitation to subscribe for or purchase any securities into the United State or in such countries or in any other jurisdiction into which the same would be unlawful. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States of America or to publications with a general circulation in the United States of America. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the laws of any state, and may not be offered or sold in the United States of America absent registration under or an exemption from registration under the Securities Act. There will be no public offering of the securities in the United States of America.
The information contained herein does not constitute an offer of securities to the public in the United Kingdom. No prospectus offering securities to the public will be published in the United Kingdom. This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "FSMA Order") or (iii) persons falling within Articles 49(2)(a) to (d), "high net worth companies, unincorporated associations, etc." of the FSMA Order, and (iv) persons to whom an invitation or inducement to engage in investment activity within the meaning of Section 21 of the Financial Services and Markets Act 2000 may otherwise be lawfully communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities 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.
Any offer of securities to the public that may be deemed to be made pursuant to this communication in any EEA member state is only addressed to qualified investors in that member state within the meaning of Regulation (EU) 2017/1127 and such other persons as this document may be addressed on legal grounds, and no person that is not a relevant person or a qualified investor may act or rely on this document or any of its contents.
This publication may contain specific forward-looking statements, e.g. statements including terms like "believe", "assume", "expect", "forecast", "project", "may", "could", "might", "will" or similar expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results, financial situation, development or performance of Ina Invest Holding AG and those explicitly or implicitly presumed in these statements.
Against the background of these uncertainties, readers should not rely on forward-looking statements. Ina Invest Holding AG assumes no responsibility to update forward-looking statements or to adapt them to future events or developments.
Except as required by applicable law, neither Implenia nor Ina Invest Holding AG has the intention or obligation to update, keep updated or revise this publication or any parts thereof (including any forward- looking statement) following the date hereof.
Implenia is Switzerland’s leading construction and construction services company. It has significant building construction and civil engineering operations in Switzerland, Germany and Austria, as well as strong positions in the infrastructure sectors of all its home markets: Switzerland, Germany, Austria, France, Sweden and Norway. Implenia is also a successful real estate developer in Switzerland and Germany. Established in 2006, Implenia can look back on around 150 years of construction tradition. It brings the expertise of its highly skilled consultancy, planning and execution units together under the single roof of an integrated multinational leader in construction services. With Implenia’s broad offering and the deep experience of its specialists, the Group can realise complex major projects and provide integrated, customer-centric support across the entire life-cycle of a building or structure. The focus is on customer needs and striking a sustainable balance between financial success and social and environmental responsibility. Implenia, with its headquarters in Dietlikon near Zurich, employs more than 10,000 people in Europe and posted revenue of over CHF 4.4 billion in 2019. The company is listed on the SIX Swiss Exchange (IMPN, CH0023868554). More information can be found at implenia.com.
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