SIG Group AG: SIG raises c. EUR 204 million to partially finance the acquisitions of Scholle IPN and Evergreen Asia

MEDIA RELEASE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

18 May 2022
SIG Group AG (“SIG”)

SIG raises c. EUR 204 million to partially finance the acquisitions of Scholle IPN and Evergreen Asia

SIG successfully raised approximately EUR 204 million through the placement of 11 million new shares at a price of CHF 19.40 per new share.

The capital increase generated gross proceeds of CHF 213’400’000. SIG intends to use the net proceeds from the capital increase to fund, in part, the acquisitions of Scholle IPN and Evergreen Asia, which were announced on 1 February 2022 and 5 January 2022, respectively. The remaining part of the consideration will be financed through a mix of cash and debt. For further information on these transactions, please click here and here.

Samuel Sigrist, CEO of SIG, said: “I would like to say thank you to the existing and new SIG shareholders who made today’s capital increase a success. The acquisition of Scholle IPN will allow SIG to strengthen its position as a global player in innovative and sustainable packaging for liquid food and beverages. The acquisition of Evergreen Asia will provide focused access to the attractive and fast-growing market for fresh dairy products in Asia, especially China. Today’s transaction strengthens the well-balanced capital structure of SIG as it continues its established track record of reducing leverage with its strong and resilient cashflows.”

SIG’s share capital will increase from CHF 3’375’208.72 to CHF 3’485’208.72 by issuing 11’000’000 registered shares each with a par value of CHF 0.01 against cash contributions, making use of the existing authorised share capital pursuant to article 6 of the Company’s Articles of Association.

The new shares carry full dividend rights for the fiscal year 2022 beginning on 1 January 2022.

The new shares are expected to be listed and admitted to trading on SIX Swiss Exchange on 19 May 2022. SIG has agreed to a lock-up period of 90 days from the Settlement Date, subject to customary exceptions.

Investor contact:

Ingrid McMahon +41 52 543 1224
Director Investor Relations
SIG Group AG
Neuhausen am Rheinfall, Switzerland
[email protected]

Media contact:

Lemongrass Communications
Andreas Hildenbrand +41 44 202 5238
[email protected]

About SIG
SIG is a leading systems and solutions provider for aseptic carton packaging. We work in partnership with our customers to bring food and beverage products to consumers around the world in a safe, sustainable and affordable way. Our unique technology and outstanding innovation capacity enable us to provide our customers with end-to-end solutions for differentiated products, smarter factories and connected packs, all to address the ever-changing needs of consumers. Sustainability is integral to our business and we are going Way Beyond Good to create a net positive food packaging system.

Founded in 1853, SIG is headquartered in Neuhausen, Switzerland. The skills and experience of our approximately 5,900 employees worldwide enable us to respond quickly and effectively to the needs of our customers in around 70 countries. In 2020, SIG produced 38 billion carton packs and generated €1.8 billion in revenue. SIG has an AA ESG rating by MSCI, a 13.4 ESG Risk Rating (low risk) score from Sustainalytics and a Platinum CSR rating by EcoVadis. For more information, visit www.sig.biz.

Disclaimer
The contents of this announcement have been prepared by and are the sole responsibility of SIG Group AG (the “Company”).

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

This information does not constitute an offer or invitation to subscribe for or purchase any securities to any person in Switzerland, the United States, Australia, Canada, Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. It is not being issued in countries where the public dissemination of the information contained herein may be restricted or prohibited by law. In particular, this information is not for publication or distribution, directly or indirectly, in or into the United States and should not be distributed to publications with a general circulation in the United States. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Securities of the Company are not being publicly offered. In particular, the securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States unless the securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available. The issuer of the securities has not registered, and does not intend to register, any portion of the offering or securities in the United States and does not intend to conduct a public offering of securities in the United States. The securities referred to herein have not been and will not be registered under the applicable securities laws of Australia, Canada or Japan. Subject to certain exceptions, the securities referred to herein may not be offered, sold or delivered within the United States, except in an “offshore transaction” in accordance with Regulation S under the Securities Act, or for the account or benefit of any national, resident or citizen of Australia, Canada or Japan. This announcement qualifies as advertisement and constitutes neither an offer to sell nor a solicitation to buy securities of the Company and it does not constitute a prospectus or similar document or notice within the meaning of articles 35 et seqq. and 69 of the Swiss Financial Services Act. The securities are offered and admitted to trading and listed without the publication of a prospectus in reliance on the exemptions provided for by the Swiss Financial Services Act.

In each member state of the European Economic Area and the United Kingdom (each, a “relevant state”), this announcement and any offer if made subsequently is directed only at persons who are “qualified investors” within the meaning of, in the case of the European Economic Area, the Prospectus Regulation (Regulation (EU) 2017/1129), or, in the case of the United Kingdom, of Regulation (EU) 2017/1129 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (“qualified investors”). This announcement is being distributed only to, and is directed only at (i) persons outside the United Kingdom, (ii) persons 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 (the "Order") or (iii) high net worth entities, and other persons to whom it may otherwise lawfully be communicated, falling within article 49(2) of the Order (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged only with relevant persons. Any person, who is not a relevant person, must not act or rely on this communication or any of its contents.

This document is not intended to constitute an offer or solicitation to purchase or invest in any securities of the Company. The securities may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act (FINSA) and may only be offered within Switzerland to professional clients in the sense of article 4 para 3 FINSA. The offering of securities in Switzerland is exempt from the requirement to prepare and publish a prospectus under the FINSA. Neither this document nor any other offering or marketing material relating to the securities constitutes a prospectus pursuant to the FINSA or any applicable laws or regulations, and no offering or marketing material relating to the securities may be publicly distributed or otherwise made publicly available in Switzerland.

This announcement may include statements that are, or may be deemed to be, “forward-looking statements”. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “plans”, “projects”, “anticipates”, “expects”, “intends”, “may”, “will” or “should” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company’s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the group’s business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward-looking statements speak only as of the date they are made.

Each of the Company, the banking syndicate and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

The banking syndicate are acting exclusively for Company and no-one else in connection with the offering. They will not regard any other person as their respective clients in relation to the offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the offering, the banking syndicate and any of their affiliates may take up a portion of the securities in the offering as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such securities and other securities of the issuer or related investments in connection with the offering or otherwise. Accordingly, references to the securities being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by the banking syndicate and any of their affiliates acting in such capacity. In addition, the banking syndicate, and any of their affiliates may enter into financing arrangements (including swaps, warrants or contracts for differences) with investors in connection with which the banking syndicate and any of their affiliates may from time to time acquire, hold or dispose of securities. The banking syndicate do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

None of the banking syndicate or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.