Cicor announces details of its proposed mandatory convertible bond issue

Cicor Technologies Ltd / Keyword (s): Obligation

22-Dec-2021 / 07:00 CET / CEST
Publication of an ad hoc announcement in accordance with art. 53 LR
The issuer is solely responsible for the content of this advertisement.

Bronschhofen, December 22, 2021 – Cicor Group (SIX Swiss Exchange: CICN) announces the terms and conditions of a five-year interest-free convertible bond (MCB) project of up to approximately CHF 60 million, fully guaranteed by One Equity Partners (OEP).

During the Extraordinary General Meeting of Cicor Technologies Ltd, Boudry, (hereinafter “Cicor” or “Cicor Group” or “Company”) held on December 16, 2021, the creation of conditional capital for the issuance of a mandatory convertible bond has been approved. The Company now plans to issue the convertible bond as follows: On January 3, 2022, existing shareholders will receive a preferential subscription right per existing share to subscribe to a portion of the convertible bond, which may be traded on the SIX Swiss Exchange from January 3 to January 11, 2022. 51 preferential subscription rights allow their holder to subscribe to a bond with a nominal value of CHF 1,000 until January 13, 2022 at noon.

OEP has made a commitment to Cicor to firmly subscribe to the convertible bond insofar as the preferential subscription rights of the other shareholders are not exercised. OEP will already acquire a participation in the mandatory convertible bond issued corresponding to its participation at the closing of the offer, but at least one participation which guarantees that the nominal amount of the obligatory convertible bond will amount to at least CHF 20 million. at the close. The Board of Directors will decide on the remaining issue of bonds up to a total issue amount of approximately CHF 60 million to OEP over the next 12 months, during which time OEP has committed to take control. , depending on the Company’s financing needs.

The net proceeds of the offering will increase Cicor’s financial flexibility and strengthen its balance sheet in the context of future acquisitions.

Bond terms and conditions

Size of the problem

CHF 60’188’000 (denomination CHF 1’000)

Conversion price

CHF 47.50 (initial)

Duration

5 years

Payment date

January 21, 2022

Due date

January 21, 2027

Number of back-to-back shares

1,330,375

Coupon

0%

Issue price

100%, i.e. CHF 1,000 per convertible bond share

Preferential subscription rights

1 Cicor registered share gives the right to 1 preferential subscription right

Negotiation of preferential subscription rights

Yes (for conditions see below)

Conversion rate

The conversion ratio is calculated as follows: CHF 1’000, or a multiple of CHF 1’000, divided by the conversion price then applicable (fractions are not paid).

Optional conversion (at the request of convertible bondholders)

At any time during the period beginning on (and including) the date which is 730 days after the payment date and ending on the tenth trading day before the expiration date.

Mandatory conversion at maturity (reimbursement)

Provided that no conversion or early redemption has taken place, each mandatory convertible bond will be converted on January 21, 2027 (maturity), in accordance with the conversion report into a number of Cicor registered shares.

Withholding tax

Nothing

Valor / ISIN Cicor registered share

870219 / CH0008702190

Valor / ISIN Preferential subscription right

113 453 045 / CH1134530455

MCB Value / ISIN

115 513 583 / CH1155135838

December 22, 2021 Publication of the prospectus
January 3, 2022 Ex-date of the preferential subscription right
Start of the preferential subscription period
Start of negotiations for preferential subscription rights
January 11, 2022 End of negotiations for preferential subscription rights
January 13, 2022, midnight End of the preferential subscription period
January 14, 2022 Announcement of the final number size
January 20, 2022 First day of provisional listing of the mandatory convertible bond
January 21, 2022 Settlement and delivery of the convertible bond

Further details are available in the prospectus, available at https://www.cicor.com/mcb and can be ordered by e-mail at [email protected].

Zürcher Kantonalbank acts as paying and converting agent as well as selling agent and listing agent for the issue.

Contact
Daniel Frutig
Chairman of the Board of Directors
Phone. +41 71 913 73 00
Email: [email protected]

Alexandre hagemann
CEO
Phone. +41 71 913 73 00
Email: [email protected]

Cicor Management SA
Gebenloostrasse 15
9552 Bronschhofen
Switzerland

The Cicor Group is a globally active development and manufacturing partner with innovative technological solutions for the electronics industry. With approximately 2,200 employees at eleven production sites, Cicor offers highly complex printed circuit boards, hybrid circuits and printed electronics, as well as comprehensive electronic manufacturing services (EMS) including microelectronic assembly and plastic injection molding. Cicor provides personalized products and services from design to finished product from a single source. Cicor Technologies SA shares are listed on the SIX Swiss Exchange (CICN). For more information, please visit www.cicor.com.

Warning

This publication does not constitute an offer to sell or a solicitation to buy any securities of Cicor Technologies Ltd (the “Society“) and does not constitute a prospectus or a similar notice within the meaning of Articles 35 et seq. or Article 69 of the Federal Financial Services Act. The offer and the listing will be carried out only by means of and on the basis of ” a securities prospectus which must be published. An investment decision concerning the securities offered to the public of the Company must only be taken on the basis of the securities prospectus. The prospectus is available at the address https://www.cicor.com/mcb and printed copies can be ordered free of charge from [email protected].

This communication is not intended for distribution in the United States, Canada, Australia or Japan. This communication does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction in which it is illegal to do so. In particular, this communication does not constitute an offer to sell securities in the United States.

Securities may not be offered or sold in the United States without registration under the Securities Act of 1933 or an exemption from registration. The securities mentioned in this communication have not been and will not be registered under the Securities Act and will not be offered or sold publicly in the United States.

This communication does not constitute an “offer of securities to the public” within the meaning of Regulation 2017/1129 of the European Union (the “Prospectus Regulation“) and the Prospectus Regulation insofar as it forms part of domestic law under European Union (withdrawal) law (the”UK Prospectus Regulation“) of the titles referred to therein (the”Securities“) in any Member State of the European Economic Area (the”EEE“) or the United Kingdom (the”UK“), respectively. Any offer of Notes to persons in the EEA or the United Kingdom will be made in accordance with an exemption under the Prospectus Regulation or the Prospectus Regulation of the United Kingdom, respectively, from the obligation to produce a prospectus for Securities offers.

This communication is distributed only to, and is intended only for (i) persons outside the United Kingdom, (ii) persons who have professional experience in matters relating to investments falling under section 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) the 2005 Ordinance (the “Order”) or (iii) high net worth entities, and other persons to whom it may otherwise be legally disclosed, falling under the article 49 (2) of the Ordinance (all such persons being as “data subjects”). Any investment or investment activity to which this communication relates is only accessible to Relevant Persons and will only be undertaken with Relevant Persons. Anyone who is not a Relevant Person should not act or trust this communication or any of its contents.

This communication expressly or implicitly contains certain forward-looking statements concerning the Company and its activities. Such statements involve certain known and unknown risks, uncertainties and other factors, which could cause the actual results, financial position, performance or achievements of the Company to be materially different from future results, performance or achievements. expressed or implied by these forward-looking statements. statements. The Company is providing this communication as of that date and does not undertake to update any forward-looking statements contained herein as a result of new information, future events or otherwise.

End of ad hoc announcement

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