ACCELERATED BOOK-BUILD OFFERING
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, CANADA, JAPAN, SOUTH AFRICA OR AUSTRALIA, EXCEPT AS PERMITTED BY APPLICABLE LAW, OR IN ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION IS UNLAWFUL
PANDORA INITIATES PRIVATE PLACEMENT OF UP TO 8,000,000 TREASURY SHARES THROUGH AN ACCELERATED BOOK-BUILDING PROCESS
In connection with the release of the interim financial report for Q1 2020, see company announcement no. 591, the board of directors of Pandora A/S (the “Board”) has resolved to initiate a private placement of up to an aggregate of 8,000,000 treasury shares (the “Treasury Shares”), corresponding to 8% of Pandora A/S’ issued shares and registered share capital, at a price to be determined through an accelerated book-building process (the “Offering”).
The Treasury Shares were purchased during 2019 until 11 March 2020 through Pandora A/S’ share buy-back programmes. The Treasury Shares were to be cancelled through a capital reduction as adopted at Pandora A/S’ annual general meeting held on 11 March 2020. However, in light of subsequent macroeconomic developments, the Board has determined that the best interest of Pandora A/S is to cancel the capital reduction to allow the Treasury Shares to be used in connection with the Offering.
The net proceeds of the Offering will be used for prepayment of credit facilities.
The Offering will be made pursuant to applicable exemptions from the obligation to publish a prospectus to eligible institutional investors in Denmark and in certain other jurisdictions. The Offering is not underwritten.
Books will open immediately and can close at any time. The offer price will be determined after the close of the accelerated book-building process. The final pricing and amount of the Treasury Shares are expected to be announced as soon as practically possible thereafter. In connection with the Offering, Pandora A/S, members of the Board and executive management have agreed to undertake a lock-up commitment for 180 calendar days following settlement of the Offering.
THE TREASURY SHARES
Pandora A/S owns a total of 8,341,918 treasury shares, corresponding to 8.3% of Pandora A/S’ issued and registered share capital. Pandora A/S contemplates selling up to 8,000,000 treasury shares in the Offering.
Each share of Pandora A/S and each Treasury Share has a nominal value of DKK 1 and carries one vote. The shares of Pandora A/S and each Treasury Share are negotiable instruments and will in every respect carry the same rights as other shares of Pandora A/S, including the right to receive dividends and voting rights.