Valora successfully completes the placement of 440,000 shares

17.11.2020 / 08:00 / Ad hoc announcement pursuant to art. 53 LR, Shareholder

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.

Valora Group (“Valora” or the “Company”) successfully completed the private placement of 400,000 newly registered shares with a nominal value of CHF 1.00 per share sourced from existing authorised capital (the "New Shares") and 40,000 treasury shares (together with the New Shares, the “Placement Shares”) by way of an accelerated bookbuilding. Following the placement (“Share Placement”), which met strong demand from domestic and international investors, the number of Valora shares issued will increase by 10% to 4,390,000.

The Placement Shares were placed at CHF 158 per share and the gross proceeds from the Share Placement amount to approximately CHF 70 million. The Placement Shares were exclusively offered to professional investors in Switzerland and qualified investors outside of Switzerland and the US (in reliance on Regulation S under the U.S. Securities Act).

The Company intends to use the gross proceeds from the Share Placement to increase the Company's financial flexibility in the persistently dynamic environment (incl. in view of the upcoming maturity of the EUR 72 million bonded loan in April 2021), to protect against planning uncertainty and to be able to implement strategic priorities to continue the strengthening of the company's market position.

The New Shares are expected to be listed and admitted to trading on SIX Swiss Exchange on 19 November 2020. Payment and settlement are expected to take place on or around 19 November 2020. The New Shares will rank pari passu with the existing shares.

Credit Suisse and UBS acted as Joint Bookrunners in connection with the Share Placement.

This media release is available online at www.valora.com/newsroom.

Disclaimer

This document contains forward-looking statements referring to topics that are not based on historical fact and cannot otherwise be proven by referring to past events. Forward-looking statements are based on our current expectations and assumptions and are subject to uncertainties as well as known and unknown risks. These uncertainties and risks, along with other factors, may mean that actual future events and developments, including Valora’s results, financial position and development, significantly deviate from what was explicitly or implicitly stated or assumed in the forward-looking statements. The information, opinions and forward-looking statements contained in this document only apply at the time of publication. Valora is not obligated to review or update forward-looking statements in light of new information or future developments or for any other reasons. This media release is not intended as a recommendation to buy securities.

This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia), Canada, South Africa, Australia or Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes, should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This document is not an offer to sell or a solicitation of offers to purchase or subscribe for shares. This document is not a prospectus within the meaning of the Swiss Financial Services Act ("FinSA") and no such prospectus has been or will be prepared for or in connection with the Share Placement. The Share Placement in Switzerland is exempt from the requirement to prepare and publish a prospectus under the FinSA.

This document is not for publication or distribution in the United States of America (including its territories and possessions, any State of the United States and the District of Columbia), Canada, Australia or Japan or any other jurisdiction into which the same would be unlawful. This document does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction into which the same would be unlawful. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States of America or to publications with a general circulation in the United States of America. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the laws of any state, and may not be offered or sold in the United States of America absent registration under or an exemption from registration under the Securities Act.

In member states of the European Economic Area and in the United Kingdom, this announcement and any offer if made subsequently is directed exclusively at persons who are “qualified investors” within the meaning of the Prospectus Regulation (“Qualified Investors”), and does not constitute and shall not, in any circumstances, constitute an invitation to the public in connection with any offer or constitute any offer to the public, each within the meaning of the Prospectus Regulation. The offer and sale of the securities referred to herein will be made pursuant to an exemption under the Prospectus Regulation from the requirement to produce a prospectus for offers of securities. For these purposes, the expression “Prospectus Regulation” means Regulation (EU) 2017/1129, as amended.

In the United Kingdom this announcement is directed exclusively at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) who fall within Article 49(2)(A) to (D) of the Order, and (iii) to whom it may otherwise lawfully be communicated(all such persons together being referred to as “relevant persons”); any other persons in the United Kingdom should not take any action on the basis of this announcement and should not act on or rely on it. In the United Kingdom, any investment activity and the securities to which this announcement relates 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.