Wessanen announces issuance of shares to employees to settle employee incentive plan and other disclosures
17 Settembre 2019 - 6:00PM
Wessanen announces issuance of shares to employees to settle
employee incentive plan and other disclosures
This is a press release by Koninklijke Wessanen
N.V. (“Wessanen” or the “Company”) pursuant to the provisions of
Section 17 paragraph 3 in combination with Section 13 of the Dutch
Decree on Public Takeover Bids (Besluit openbare biedingen Wft, the
“Decree”) in connection with the intended public offer by Best of
Nature Bidco B.V. (“Bidco”), an entity controlled by PAI Partners
SAS (“PAI”) and various entities (indirectly) controlled by or
affiliated to Charles Jobson and/or his family members (“Charles
Jobson”, and together with Bidco and PAI, the “Consortium” or the
“Offeror”), for all the issued and outstanding ordinary shares in
the capital of Wessanen (the “Offer”). This announcement does not
constitute an offer, or any solicitation of any offer, to buy or
subscribe for any securities in Wessanen. Any offer will be made
only by means of the offer memorandum dated 11 July 2019 (the
“Offer Memorandum”) approved by the Netherlands Authority for the
Financial Markets (Stichting Autoriteit Financiële Markten) (the
“AFM”) and subject to the restrictions set forth therein. Terms not
defined in this press release will have the meaning given thereto
in the Offer Memorandum.
Wessanen announces issuance of shares to
employees to settle employee incentive plan and other
disclosures
Amsterdam, the Netherlands, 17 September 2019 -
Following the announcement on 10 April 2019 that Wessanen and the
Offeror reached conditional agreement on a recommended all-cash
public offer for all issued and outstanding ordinary shares of
Wessanen (the “Shares”), the Dutch public offer rules require
Wessanen to announce in a press release all transactions by
Wessanen relating to the Shares in its capital.1 Accordingly
Wessanen makes the disclosures below.
Transactions related to Wessanen’s Long
Term Incentive Plan
Pursuant to the arrangements on the settlement
of Wessanen’s Long Term Incentive Plan (the “LTIP”) described in
section 6.10.2 of the Offer Memorandum, Wessanen has today issued a
total number of 395,233 new Shares with a nominal value of EUR 1.00
each to 152 eligible employees. This group of eligible employees
consists of a member of the executive board of Wessanen and certain
managers and (senior) employees of Wessanen. The Shares were issued
at par value, and, in accordance with the LTIP, with no
consideration payable by the eligible employees. The Offer
Memorandum mentions a total number of outstanding Performance
Incentive Shares under the LTIP of 366,234. Due to certain
circumstances such as mandatory employer’s contributions and
certain eligible employees leaving Wessanen, the total number of
issued Shares has, on balance, increased by 28,999 Shares compared
to the total number of outstanding Performance Incentive Shares at
the date of the Offer Memorandum.
Following the issuance of such new Shares the
total number of issued and outstanding Shares is 77,130,732.
Wessanen does not hold any Shares in its own capital.
In addition, Wessanen today, acting on behalf of
the eligible employees, sold 185,067 of the 395,233 newly issued
Shares to the Offeror for an amount per Share equal to the Offer
Price. Details can be found in table below. The reason for selling
such 185,067 newly issued Shares is that pursuant to the LTIP, the
Shares are delivered to the eligible employees net of any
withholding taxes or other withholdings due to any authority.
Wessanen will transfer the proceeds to the relevant (tax)
authorities. The remaining 210,166 out of the 395,233 Shares were
tendered under the
Offer.
Date |
Transaction type |
Total number Shares |
Type of Shares |
Volume weighted average price (€) |
17 September 2019 |
Sale |
185,067 |
Ordinary |
11.36 |
The 185,067 newly issued Shares were all sold to
the Offeror for an amount per Share equal to the Offer Price
therefore, both the highest price per Share paid and the volume
weighted average price is EUR 11.36 per Share.
Wessanen does not hold any shares in the capital
of the Offeror. Other than the shareholding described in the joint
press releases of 10 April, 10 September and 17 September 2019 and
the information available in the AFM’s register of substantial
holdings and gross short positions,2 Wessanen is not aware of the
Offeror, PAI or Jobson holding Shares in Wessanen.
Wessanen will make filings and/or further
announcements in relation to aforementioned transactions in
accordance with applicable laws.
For information contact
Hill+Knowlton Strategies Ingo Heijnen Phone +31 6
55867904Ingo.Heijnen@hkstrategies.com
Company profile
Wessanen is a leading company in the
European market for healthy and sustainable food. In 2018, our
revenue was €628 million and we employed on average 1,350 people.
Our purpose is ‘connect to nature’ and we focus on organic,
vegetarian, fair trade and nutritionally beneficial products.
Our family of companies is committed
to driving positive change in food in Europe. Our own brands
include many pioneers and market leaders: Allos, Alter Eco, Bjorg,
Bonneterre, Clipper, Destination, El Granero, Isola Bio, Kallø, Mrs
Crimble’s, Tartex, Whole Earth and Zonnatura.
1 Wessanen’s authorised share capital consists
of one class of shares, being ordinary shares.
2
https://www.afm.nl/en/professionals/registers/meldingenregisters/substantiele-deelnemingen
- Wessanen announces issuance of shares to employees to settle
employee incentive plan and other disclosures