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Jacobs Holding announces private placement of 156,658 shares in
Barry Callebaut to Ontario Teachers' Pension Plan and launches placement of 393,342 shares in an accelerated bookbuilding
Jacobs Holding remains reference shareholder of Barry Callebaut and committed for the long-term
Zurich, 11 November 2019 - Jacobs Holding AG (Jacobs Holding) announces the sale of 156,658 shares (2.85%) in Barry Callebaut AG (Barry Callebaut or the Company) in a private placement to Ontario Teachers' Pension Plan (Ontario Teachers') and the launch of an accelerated bookbuilding process of 393,342 Barry Callebaut shares (7.17%). Jacobs Holding is thus diversifying its portfolio while remaining Barry Callebaut's reference shareholder with a stake of 40.08%, no intention of a further sell down and unchanged representation on the Board of Directors, and staying fully committed to the Company and its current growth strategy.
The stake in Barry Callebaut accounts for the vast majority of Jacobs Holding's total net assets. Jacobs Holding's Board of Directors has decided that Jacobs Holdings needs to broaden its investments and diversify its asset base in order to create a more balanced portfolio. Jacobs Holding's mandate is to ensure a broad-based, sustainable income for Jacobs Foundation, the only economic beneficiary of Jacobs Holding.
Ontario Teachers' to broaden Barry Callebaut's shareholder base
Ontario Teachers', Canada's largest single-profession pension plan with CAD 201.4 billion in net assets at June 30, 2019, has committed to purchase a total of 156,658 Barry Callebaut shares from Jacobs Holding (the Private Placement), subject to the successful completion of the accelerated bookbuilding mentioned below. The Private Placement represents approximately 2.85% of Barry Callebaut's share capital. Ontario Teachers' has committed to a one-year lock-up.
In a concurrent transaction, Jacobs Holding announces the placement of 393,342 Barry Callebaut shares in an accelerated bookbuilding process to investors in Switzerland and to qualified investors outside Switzerland in a transaction not subject to the registration requirements of the US Securities Act (the Offering). The Offering comprises 7.17% of Barry Callebaut's share capital and will start with immediate effect. The result of the Offering will be announced after the bookbuilding process has been completed.
Jacobs Holding remains fully committed as reference shareholder
Following completion of the Private Placement and the Offering, Jacobs Holding will retain 2,199,986 shares or 40.08% of Barry Callebaut's share capital. It has agreed to a two-year lock-up with respect to the remainder of its holding. Jacobs Holding will remain the reference shareholder with no intention of a further sell down and stays fully involved in the development of the Company. This includes unchanged representation on Barry Callebaut's Board of Directors.
Philippe Jacobs, Co-Chairman of Jacobs Holding said: "Barry Callebaut is and will remain in every respect the most important investment for us and this transaction does not change our relationship to the Company our father founded. We are deeply convinced of its continued growth prospects and support the management team in the implementation of its strategy. We will remain involved and fully committed to Barry Callebaut as reference shareholder in the long run."
Income from Jacobs Holding flows to Jacobs Foundation
Jacobs Holding is an investment company founded by late entrepreneur Klaus J. Jacobs, in which he bundled his entrepreneurial activities in 1994. The only economic beneficiary of Jacobs Holding is the Jacobs Foundation, one of the world's leading charitable foundations for the promotion of development opportunities for children and young people. Since the foundation was established in 1989, more than CHF 550 million has been paid out cumulatively; in the last years the amount was around CHF 45 million per year.
Jacobs Holding invests with a long-term horizon in companies that are active in a non-cyclical business, already have or aim for a leading market position and have further growth and value creation potential. A strong management team and a healthy corporate culture are also important. In addition to its stake in Barry Callebaut, Jacobs Holding has established two new investments pillars over the past three years: dental services, with Colosseum Dental Group and North American Dental Group, and Cognita, which operates over 70 private schools worldwide.
About Ontario Teachers'
The Ontario Teachers' Pension Plan (Ontario Teachers') is Canada's largest single-profession pension plan, with CAD 201.4 billion in net assets at June 30, 2019. It holds a diverse global portfolio of assets, approximately 80% of which is managed in-house, and has earned an annual total-fund net return of 9.7% since the plan's founding in 1990 (all figures as at Dec. 31, 2018 unless noted). Ontario Teachers' is an independent organization headquartered in Toronto. Its Asia-Pacific region office is located in Hong Kong and its Europe, Middle East & Africa region office is in London. The defined-benefit plan, which is fully funded, invests and administers the pensions of the province of Ontario's 327,000 active and retired teachers.
Credit Suisse is acting as sole bookrunner on the Offering and as financial advisor to Jacobs Holding on the Private Placement.
Media Contact Jacobs Holding:
Andreas Hildenbrand, Lemongrass Communications (Jacobs Holding AG)
+41 44 202 52 38, email@example.com
Media Contact Ontario Teachers' Pension Plan:
Matthew Thomlinson, Kekst CNC
+44 203 7551 624, firstname.lastname@example.org
This document does neither constitute an offer to buy or to subscribe for securities of Barry Callebaut in any jurisdiction 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).
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 and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties, readers should not rely on forward-looking statements. Jacobs Holding 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. Barry Callebaut 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. There will be no public offering of securities in the United States.
The Barry Callebaut shares have not been approved or disapproved by the US Securities and Exchange Commission, any state's securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of Barry Callebaut AG shares or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence 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.
In any member state of the European Economic Area (each an "EEA Member State") this document is only addressed to qualified investors in that EEA Member State within the meaning of the Regulation (EU) 2017/1129.