EQS Group-Ad-hoc: Airopack Technology Group AG / Key word(s): AGMEGM
THIS DOCUMENT DOES NOT CONTAIN OR CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY SECURITIES IN THE UNITED STATES OR IN ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORISED OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE AN OFFER OR SOLICITATION. THE SECURITIES OF AIROPACK TECHNOLOGY GROUP AG HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED. NEITHER AIROPACK TECHNOLOGY GROUP AG NOR ITS SHAREHOLDERS INTEND TO REGISTER ANY PORTION OF THE OFFERING IN THE UNITED STATES OR CONDUCT A PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES.
Delay on planned Extraordinary General Meeting
Baar, 11 January 2019 - Airopack Technology Group AG ("Airopack"), manufacturer of Planet Friendly Aerosols, announced today that the company's planned recapitalization programme will be delayed.
On 30 November 2018, Airopack announced a comprehensive recapitalization plan to restructure the outstanding debt position and strengthen the Company's balance sheet. Amongst other things an Extraordinary General Meeting ("EGM") was planned to be held in February 2019 to approve a capital reduction of the nominal value of Airopack's registered shares from CHF5 per share to a nominal value of CHF1 per share. In the meantime, the new management team under the lead of Antoine Kohler as interim CEO has begun preparations and it will require more time and certain investigations to conclude the company's accounts as of 30 November 2018 and have them audited by the company's auditors BDO AG, which is a requirement for the announced capital reduction. Airopack has hired PricewaterhouseCoopers Ltd as consultants to assist in the investigations and evaluations.
As a result, the Board of Directors has decided to delay the transaction and postpone the Extraordinary General Meeting until further notice. The Company will inform on next steps as soon as possible.
Blegistrasse 5/1 OG
Daniel Eicher / Theresia Tolxdorff
This document does neither constitute an offer to buy or to subscribe for securities of Airopack Technology Group AG nor a prospectus within the meaning of applicable Swiss law (i.e. Art. 652a or Art. 1156 of the Swiss Code of Obligations or Art. 27 et seq. of the SIX Swiss Exchange Listing Rules). Investors should make their decision to buy or exercise subscription rights or to buy or to subscribe to shares of Airopack Technology Group AG solely based on the official prospectus (the "Prospectus") to be published by Airopack Technology Group AG. Investors are furthermore advised to consult their bank or financial adviser before making any investment decision.
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 the company and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties, readers should not rely on forward-looking statements. Airopack Technology Group AG assumes no responsibility to update forward-looking statements or to adapt them to future events or developments.
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.
This announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and dependencies, any state of the United States and the District of Columbia), Canada, Japan, Australia or any jurisdiction into which the same would be unlawful. This announcement does not constitute or form a part of any offer or solicitation to purchase, subscribe for or otherwise acquire securities in the United States, Canada, Japan, Australia or any jurisdiction in which such an offer or solicitation is unlawful. Airopack Technology Group AG shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. Subject to certain exceptions, the Airopack Technology Group AG shares are being offered and sold only outside the United States in accordance with Regulation S under the Securities Act. There will be no public offer of these securities in the United States.
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 "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within article 49(2)(a) to (d) of the Order (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 that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive") is only addressed to qualified investors in that Member State within the meaning of the Prospectus Directive.
End of ad hoc announcement
|Company:||Airopack Technology Group AG|
|Listed:||SIX Swiss Exchange|
|End of Announcement||EQS Group News Service|
765259 11-Jan-2019 CET/CEST