Verallia launches its initial public offering

The trading of Verallia’s shares is expected to begin on the regulated market of Euronext Paris on 4 October 2019, on a trading line entitled “Verallia Promesses”; the indicative offering price range for the French public offering and the international offering is between 26.50 EUR and 29.50 EUR per share

  • Indicative offering price range for the French public offering and the international offering: between 26.50 EUR and 29.50 EUR per share.
  • Initial size of the global offering: sale of a maximum number of 34,377,363 existing shares (i.e. approximately 911 million EUR based on the low end of the indicative offering price range) by (i) Horizon Parent Holdings Sàrl, which is 90 percent-owned by AIF VII Euro Leverage, L.P., an investment fund managed by an affiliate of Apollo Global Management, Inc., and 10 percent-owned by Bpifrance Participations (“Horizon Parent Holdings”), (ii) certain managers of the Group (the “Managers”), and (iii) certain co-investors (the “Co-investors” and, together with Horizon Parent Holdings and the Managers, the “Selling Shareholders”).
  • Over-allotment option: sale of additional existing shares by Horizon Parent Holdings, representing up to a maximum of 9,8 percent of the total number of existing shares being sold, representing a maximum of 3,373,585 shares, based on the low end of the indicative offering price range.
  • Subscription commitments of Bpifrance Participations amounting to 40 million EUR and of Brasil Warrant Administração de Bens e Empresas S.A (BWSA), a Brazilian investment company, amounting to 275 million EUR.
  • The subscription period for the French public offering is expected to close on 2 October 2019 at 5pm (Paris time) for orders placed in person and 8pm (Paris time) for orders placed online.
  • The subscription period for the international offering is expected to close at 1pm (Paris time) on 3 October 2019.
  • The pricing of the global offering is expected to take place on 3 October 2019.
  • The trading of Verallia’s shares is expected to begin on the regulated market of Euronext Paris on 4 October 2019, on a trading line entitled “Verallia Promesses”.
  • Settlement and delivery is expected to take place on 7 October 2019.
  • Trading of Verallia’s shares is expected to commence on 8 October 2019.

Verallia, the leading European producer1 of glass packaging for beverages and food, the second largest producer in Latin America and the third largest producer globally, announces today the launch of its initial public offering (“IPO”) for the admission to trading of its shares on the regulated market of Euronext Paris (Compartment A).

Michel Giannuzzi, President-CEO of Verallia, said, “The launch of the initial public offering marks an important milestone for Verallia. This operation comes amid a process of continuous improvement of our industrial and commercial performance, which we have accelerated over the past two years and which is beginning to bear fruit.

“As a committed player in the circular economy, our Group benefits from favourable market perspectives at a time when glass – a healthy, attractive and sustainable material – is increasingly recognized as a responsible packaging choice. In addition, our positioning in buoyant and high-end markets and geographies enables us to offer a unique value creation opportunity.”

On 20 September 2019, the Autorité des marchés financiers (“AMF”) approved the prospectus under n°19-450 relating to the IPO of Verallia in France, which consists of the registration document, approved by the AMF on 4 September 2019 under number I.19-031, a securities note and a summary of the prospectus (included in the securities note).

Structure of the Offering
It is expected that the shares will be offered as part of a global offering (the “Global Offering”) consisting of:

  • – a public offering in France (offre à prix ouvert), open primarily to retail investors (the “OPO“);
  • – an international private placement (the “International Offering”) primarily aimed at institutional investors, including:
    – a private placement in France, and
    – an international private placement in selected other countries including in the United States of America, pursuant to Rule 144A under the US Securities Act of 1933, as amended (the “Securities Act”), and outside the United States of America pursuant to Regulation S of the Securities Act.

If demand in the OPO permits, the number of shares offered allocated in response to demand in the OPO will be at least equal to 10 percent of the total number of shares offered under the Global Offering, before any exercise of the over-allotment option.

Size of the Global Offering
The initial public offering of Verallia will consist of:

  • the sale of existing shares by (i) Horizon Parent Holdings,(ii) the Managers and (iii) the Co-investors, resulting in gross proceeds of a maximum of: (based on the low end of the indicative offering price range) approximately 911 million EUR excluding exercise of the over-allotment option, of up to more than 1 billion EUR if the over-allotment option is exercised in full; and (based on the high end of the indicative offering price range) approximately 911 million EUR excluding exercise of the over-allotment option, of up to more than 1 billion EUR if the over-allotment option is exercised in full.

Indicative price range
The offering price for the Global Offering is expected to be set within an indicative price range of between 26.50 EUR and 29.50 EUR per share.

The offering price could be set outside this indicative price range. The indicative price range could be changed at any time up to and including the date set for pricing the Global Offering. In the event that the high end of the indicative offering price range is increased, or if the actual offering price is higher than the indicative offering price range (as potentially adjusted), the end of the subscription period in the OPO will be postponed or a new subscription period will be opened for the OPO, such that there will be at least two trading days between the date of the announcement of the new price range and the new closing date of the subscription period. Orders given in the context of the OPO prior to the publication of any press release announcing a new price range will be maintained, unless the purchasers expressly revoke their orders prior to the new date of the OPO subscription period.

The offering price may be freely fixed below the indicative offering price range (in the absence of a significant impact on other aspects of the Global Offering).

Indicative timetable for the Global Offering
The OPO will begin on 23 September 2019 and is expected to close at 5pm (Paris time) on 2 October 2019 for orders placed in person, or at 8pm (Paris time) for orders placed online.
The International Offering will begin on 23 September 2019 and is expected to close at 1pm (Paris time) on 3 October 2019.

Trading of Verallia shares on the regulated market of Euronext Paris, on a trading line entitled “Verallia Promesses”, is expected to begin on 4 October 2019.
Settlement and delivery of the Global Offering is expected to occur on 7 October 2019.

Reasons for the Global Offering
The objective of Verallia’s IPO is to enable the company to increase its visibility among its customers and partners and provide it with greater flexibility to seize future growth opportunities. The Global Offering will also provide liquidity to the Selling Shareholders.

Only the Selling Shareholders will receive the proceeds from the offer of the sale shares within the IPO.

Subscription commitments
Bpifrance Participations, who holds as of the date hereof c. 10 percent of the share capital of Horizon Parent Holdings, one of the Selling Shareholders, has committed to place an order in the order book of the International Offering in an amount of 40 million EUR.

BWSA, a Brazilian investment company, has committed to place an order in the order book of the International Offering in an amount of 275 million EUR.

Revocation of purchase orders
Purchase orders placed online as part of OPO will be revocable online until the end of the OPO (i.e., 2 October 2019 at 8:00pm (Paris time)). It is up to investors to contact their financial intermediary to ensure that orders placed through other channels are revocable and under which conditions, and if orders placed online are revocable otherwise than online.

Any order placed as part of the International Offering is revocable with the underwriting financial intermediary mentioned below who received such order until 3 October 2019 at 1:00pm (Paris time), subject to early closing or extension.

Financial Intermediaries
BNP Paribas, Citigroup and Deutsche Bank AG, London Branch are acting as Global Coordinators, Joint Lead Managers and Joint Bookrunners.
Banco Santander, Barclays, Crédit Agricole Corporate and Investment Bank, Credit Suisse and Société Générale are acting as Joint Lead Managers and Joint Bookrunners.
Apollo Global Securities, LLC and Raiffeisen Centrobank AG are acting as Co-Joint Lead Managers.

Lock-up undertakings
The Company will agree to a lock-up undertaking for a period of 180 calendar days following the date of settlement and delivery of the Global Offering, subject to certain customary exceptions.

Horizon Parent Holdings will agree to a lock-up undertaking for a period of 180 calendar days following the date of settlement and delivery of the Global Offering, subject to certain customary exceptions.

The Managers (including Mr. Michel Giannuzzi, Chairman and CEO), will agree to a lock-up undertaking for a period of 365 calendar days following the date of settlement and delivery of the Global Offering, subject to certain customary exceptions.

Certain Co-investors will agree to a lock-up undertaking for a period of 180 calendar days following the date of settlement and delivery of the Global Offering, subject to certain customary exceptions.

Bpifrance Participations will agree to a lock-up undertaking for a period of 180 calendar days following the date of settlement and delivery of the Global Offering, subject to certain customary exceptions.

BWSA will agree to a lock-up undertaking for a period of 365 calendar days following the date of settlement and delivery of the Global Offering, subject to certain customary exceptions.

Information available for consultation by the public
Copies of the French prospectus, approved by the AMF under n° 19-450 on 20 September 2019, consisting of the registration document approved on 4 September 2019 under number I.19-031, a securities note and a summary of the prospectus (included in the securities note), are available free of charge upon request from the company at Verallia, 31 Place des Corolles, Tour Carpe Diem, Esplanade Nord, 92400 Courbevoie, France, as well as on the AMF website (www.amf-france.org) and the company’s website dedicated to the IPO (www.ipo.verallia.com).

Verallia draws the public’s attention to the risk factors set out in chapter 3 of the registration document and in section 2 of the securities note. The realization of one or more of such risks may have a material adverse effect on the Group’s activities, reputation, financial position, results or outlook, and on the trading price of Verallia’s shares.

verallia.com