FOR RELEASE IN SWITZERLAND - THIS IS A RESTRICTED COMMUNICATION AND YOU MUST NOT FORWARD IT OR ITS CONTENTS TO ANY PERSON TO WHOM FORWARDING THIS COMMUNICATION IS PROHIBITED BY THE LEGENDS CONTAINED HEREIN.
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.
Zurich, 28 October 2024
PRESS RELEASE
Ad hoc announcement pursuant to Art. 53 Listing Rules:
Board of Directors of GAM Holding AG announces terms of its rights offering
GAM Holding AG ("GAM") announces today the terms and conditions of its planned capital increase by way of a rights offering (the "Offering"). Rock Investment SAS ("Rock"), a group company of GAM's anchor shareholder NJJ Holding SAS, has agreed to provide a backstop commitment for the Offering in an amount of up to CHF 100 million (the "Rock Commitment") and thereby effectively underwriting in full the Offering.
The Board of Directors of GAM decided on 25 October 2024 to issue in the context of the Offering 904,464,247 new fully paid-in registered shares of GAM with a nominal value of CHF 0.05 each (the "Offered Shares") on the basis of the ordinary capital increase approved by GAM's shareholders at the Annual General Meeting on 15 May 2024. The price per Offered Share has been set at CHF 0.11 (the "Offer Price"), corresponding to expected net proceeds of approximately CHF 98.2 million (after deduction of the Swiss federal issuance stamp tax of 1%, estimated commissions and other expenses associated with the Offering from the expected gross proceeds of approx. CHF 99.5 million).
GAM expects to use the net proceeds from the Offering primarily to repay existing financial indebtedness (1) and to use any residual amount for general corporate purposes, providing long-term financial stability and financial support.
In the Offering, eligible shareholders will be allocated one subscription right for each registered share held after the close of trading on 29 October 2024 (the "Rights"). Eight Rights entitle its holder to acquire 45 Offered Shares against payment of the Offer Price. The existing shares will be traded ex-rights from 30 October 2024.
The subscription period (the "Rights Exercise Period"), during which existing shareholders may exercise the rights allocated to them, begins on 30 October 2024 and ends on 13 November 2024, 12:00 noon CET. The Rights will not be listed or traded on SIX Swiss Exchange or any other trading venue. Rights that are not validly exercised during the Rights Exercise Period will expire and become null and void without compensation. The final number of Offered Shares for which Rights have been validly exercised will be announced on or about 13 November 2024, after the close of trading on the SIX Swiss Exchange.
Offered Shares in respect of which Rights have not been validly exercised during the Rights Exercise Period (Rump Shares) will be subscribed and purchased by Rock for an aggregate amount of up to CHF 100 million in accordance with the terms of the Rock Commitment.
The first trading day of the newly issued Offered Shares is expected to be 15 November 2024. Delivery of the Offered Shares against payment of the Offer Price will occur on or around 15 November 2024. The Offered Shares will rank pari passu with the existing registered shares. Upon completion of the Offering, GAM's issued and registered share capital is expected to consist of 1,064,146,778 fully paid registered shares with a nominal value of CHF 0.05.
As a result of Rock's commitment to purchase any Rump Shares in the Offering in an amount of up to CHF 100 million, Rock may increase its participation levels in GAM in a way that reaches or exceeds participation thresholds that require pre-approvals from financial markets regulators in the various jurisdictions in which GAM operates. While Rock with the assistance of GAM maintain ongoing engagement with all relevant regulators, as of today, certain of these pre-approvals relating to the Offering are still outstanding and may not be obtained prior to the completion of the Offering. Until all necessary regulatory approvals have been obtained, Rock has agreed not to exercise any voting rights in excess of its current participation percentage as a result of its purchase of any Rump Shares.
(1) Rock and GAM entered into an agreement for Rock to lend an aggregate amount of CHF 100 million to GAM under a credit facility (the "Credit Facility"). Currently, the aggregate drawn down amount under the Credit Facility has reached CHF 81.5 million. The existing credit facility remains in place until June 2025 with a possible maturity extension granted by Rock Investment SAS / NJJ Holding SAS if required. Thus, GAM intends to use around CHF 85.5 million of the Net Proceeds from the Offering to repay and effectively capitalise the Credit Facility, including accrued interest on the currently drawn amount.
For further information please contact:
Investor Relations
Magdalena Czyzowska
T +44 (0) 207 917 2508
GAM Media Relations
Colin Bennett
T +44 (0) 20 73 938 544
Visit us: www.gam.com
Notes to editors
About GAM
GAM is an independent investment manager that is listed in Switzerland. It is an active, independent global asset manager that delivers distinctive and differentiated investment solutions for its clients across its Investment and Wealth Management Businesses. Its purpose is to protect and enhance its clients' financial future. It attracts and empowers the brightest minds to provide investment leadership, innovation and a positive impact on society and the environment. Total assets under management were CHF 19.0 billion as of 30 June 2024. GAM has global distribution with offices in 14 countries and is geographically diverse with clients in almost every continent. Headquartered in Zurich, GAM Investments was founded in 1983 and its registered office is at Hardstrasse 201 Zurich, 8037 Switzerland. For more information about GAM Investments, please visit www.gam.com
Other Important Information
This release contains or may contain statements that constitute forward-looking statements. Words such as "anticipate”, "believe”, "expect”, "estimate", "aim", "project”, "forecast”, "risk", "likely”, "intend”, "outlook”, "should”, "could”, "would", "may”, "might”, "will", "continue", "plan", "probability", "indicative", "seek", "target”, "plan” and other similar expressions are intended to or may identify forward-looking statements.
Any such statements in this release speak only as of the date hereof and are based on assumptions and contingencies subject to change without notice, as are statements about market and industry trends, projections, guidance, and estimates. Any forward-looking statements in this release are not indications, guarantees, assurances or predictions of future performance and involve known and unknown risks, uncertainties and other factors, many of which are beyond the control of the person making such statements, its affiliates and its and their directors, officers, employees, agents and advisors and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct and may cause actual results to differ materially from those expressed or implied in any such statements. You are strongly cautioned not to place undue reliance on forward-looking statements and no person accepts or assumes any liability in connection therewith.
This release is not a financial product or investment advice, a recommendation to acquire, exchange or dispose of securities or accounting, legal or tax advice. It has been prepared without taking into account the objectives, legal, financial or tax situation and needs of individuals. Before making an investment decision, individuals should consider the appropriateness of the information having regard to their own objectives, legal, financial and tax situation and needs and seek legal, tax and other advice as appropriate for their individual needs and jurisdiction.
Disclaimer
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 and not a prospectus under any other applicable laws. Copies of this document may not be sent to, distributed in or sent from jurisdictions in which this is barred or prohibited by law. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction. The offer and listing of any securities will be made solely by means of, and on the basis of, a prospectus which is to be approved by the competent review body and published.
This document constitutes advertising in accordance with article 68 of the Swiss Financial Services Act. Such advertisements are communications to investors aiming to draw their attention to financial instruments. Any investment decisions with respect to any securities should not be made based on this advertisement.
A decision to invest in securities of GAM Holding AG should be based exclusively on the prospectus published by GAM Holding AG for such purpose. Copies of such prospectus (and any supplements thereto) are available free of charge from at GAM Holding AG, Investor Relations, Hardstrasse 201, 8005 Zürich, Switzerland (email: [email protected]).
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, Japan or Australia 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. There will be no public offering of the securities in the United States of America.
The information contained herein does not constitute an offer of securities to the public in the United Kingdom. No prospectus offering securities to the public will be published in the United Kingdom. In the United Kingdom this document is only directed at persons who (i) are qualified investors and who are also (ii) investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "FSMA Order"); (iii) persons falling within Articles 49(2)(a) to (d), "high net worth companies, unincorporated associations, etc." of the FSMA Order and (iv) persons to whom an invitation or inducement to engage in investment activity within the meaning of Section 21 of the Financial Services and Markets Act 2000 may otherwise be lawfully communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). The securities 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. Any person who is not a relevant person should not act or rely on this document or any of its contents.
In any member state of the European Economic Area (each a "Relevant State") this document is only addressed to qualified investors in that Relevant State within the meaning of the Prospectus Regulation.
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