Triton to sell stake in Befesa S.A.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE PRESS RELEASE.
Frankfurt (Germany), 20 March 2018- Funds advised by Triton ("Triton") have decided to sell approximately 3.0 million shares in Befesa S.A. ("Befesa") to institutional investors in a private placement via an accelerated bookbuilding process. This represents approximately 8.8% of Befesa’s entire share capital.
Funds managed by Triton will remain Befesa’s largest group of shareholders, directly holding about 40.7% of Befesa’s shares after the placement. In addition, Triton agrees to a lock-up period of 60 days.
The accelerated bookbuilding is managed by Citigroup, Goldman Sachs International and J.P. Morgan and commences immediately.
The Triton funds invest in and support the positive development of medium-sized businesses headquartered in Europe, focusing on businesses in the Industrial, Business Services and Consumer/Health sectors. Triton seeks to contribute to the building of better businesses for the longer term.
Triton and its executives wish to be agents of positive change towards sustainable operational improvements and growth. The 36 companies currently in Triton's portfolio have combined sales of around €14.2 billion and around 91,000 employees.
The Triton funds are advised by dedicated teams of professionals based in Germany, Sweden, Norway, Finland, Denmark, Italy, the United Kingdom, the United States, China, Luxembourg and Jersey.
For further information: www.triton-partners.com
Phone: +49 69 921 02204
This announcement is not for publication, release or distribution, directly or indirectly, in whole or in part, in or into the United States of America (including its territories and possessions, any State of the United States and the District of Columbia) (the "United States"), Australia, Canada or Japan or any jurisdiction into which the same would be unlawful.
This announcement is for information purposes only and does not constitute, or form part of, any offer to sell or issue or any solicitation of an offer to purchase or subscribe for shares of Befesa S.A. (the "Group") in the United States, Australia, Canada or Japan or in any jurisdiction in which such offer or solicitation is or may be unlawful and should not be relied upon in connection with any decision to acquire the shares of the Group. No public offer of securities of the Group is being made in any jurisdiction.
In member states of the European Economic Area ("EEA"), this announcement is only addressed to and directed at persons who are 'qualified investors' within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) (as amended, the "Prospectus Directive") ("Qualified Investors"). In the United Kingdom, this announcement is only addressed to and directed at Qualified Investors who are persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order") or (ii) falling within Article 49(2)(a) to (d) (high net worth companies, incorporated associations, etc.) of the Order; and (c) other persons to whom it may otherwise lawfully be communicated.
This announcement is not an offer of securities for sale in or into the United States. The shares of the Group have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or under the laws of any State of the United States and may not be offered or sold in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. No public offering of securities will be made in the United States.
Citigroup Global Markets Limited, Goldman Sachs International and J.P. Morgan Securities plc (the "Joint Bookrunners"), each of whom are authorised and regulated in the United Kingdom by the Financial Services Authority ("FSA"), are acting for Triton in connection with the offering and will not be responsible to any other party for providing the protections afforded to each of their respective clients or for providing advice in relation to the offering or any other matter referred to herein.
The distribution of this announcement and the offering of the shares of the Group in certain jurisdictions may be restricted by law. The shares of the Group may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Australia, Canada or Japan or any other jurisdiction outside the United Kingdom. No action has been taken by the Group or the Joint Bookrunners or any of their respective affiliates that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Group and the Joint Bookrunners to inform themselves about, and to observe, any such restrictions. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this announcement should seek appropriate advice before taking any action.