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Tuesday 05 May, 2009

Imerys

Imerys announces the launch and main characteri...

PR Newswire/Les Echos/

NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA

PRESS RELEASE

Paris, May 5, 2009

Imerys announces the launch and main characteristics of the EUR251 million
rights issue with preferential subscription rights for existing shareholders
   
    . Subscription ratio of 1 new share for 5 existing shares and a
      subscription price of 20 euros per new share.
   
    . The subscription period will last from May 6, 2009 to May 19, 2009,
      inclusive.


Imerys has decided to launch a EUR251 million fully underwritten rights issue
with Preferential Subscription Rights (Droit Préférentiel de Souscription) for
existing shareholders, in order to optimize the Group's financial structure,
by reducing its net indebtedness.

This rights issue adds a financial aspect to the operating measures already
undertaken by the Group since late 2008 to adapt its activities to an extremely
deteriorated economic environment. With an increase in shareholders' equity
and a correlated reduction in net debt, Imerys is consolidating its balance
sheet structure and improving its financial ratios.

The Pargesa-GBL group, Imerys' controlling shareholder since 1988, has
committed to subscribe to the capital increase pro rata to its 57.9% holding in
the company(1) for a total amount of about EUR145 million. The remainder is
entirely underwritten by a banking syndicate.

Gérard Buffière, Chief Executive Officer of the Group, stated: 'As a leader in
our markets, acting with great reactivity and endowed with a solid and
reinforced financial structure, the Group will thus maintain its financial
flexibility and preserve all of its room to maneuver with a view to seizing,
when the time comes, strategic development opportunities.'

Terms and timetable of the rights issue

This EUR251,150,360 share capital increase with Preferential Subscription Rights
will be realized via the issue of 12,557,518 new shares(2) at the price of EUR20
per new share (or EUR2 par value and EUR18 of issue premium per new share).

Taking into account the closing price of the Imerys share on May 4, 2009
(EUR33.00), the subscription price shows a 33.33% discount compared to the
theoretical share price ex-rights, also adjusted for the 2008 dividend of EUR1
per share, to which the new shares will not give access.

(1) Pargesa Netherlands BV: 27.39%; Belgian Securities BV: 30.54% as on 
    December 31, 2008.
(2) The number of new shares may be increased up to a maximum of 13,035,321 new
    shares in the event of the exercise of all exercisable stock options prior
    to May 9.

Each shareholder(3) will be granted one Preferential Subscription Right per
share held as of the close of trading on the Euronext Paris exchange on May 5,
2009. 5 Preferential Subscription Rights will entitle their holder to subscribe
on an irreducible basis ('à titre irréductible') for 1 new share.

The subscription period will last from May 6, 2009 to May 19, 2009, inclusive.
During this period, the Preferential Subscription Rights will be listed for
trading on Euronext Paris under ISIN code FR0010755553.

Shares will be offered to the public in France only.

Shareholders or transferees of Preferential Subscription Rights may, when
placing their order to subscribe for new shares on an irreducible basis
corresponding to their Preferential Subscription Rights, request to subscribe on
a reducible basis for a number of excess new shares. Unsubscribed new shares
after the exercise of preferential subscription rights on an irreducible basis
will be allotted to subscribers on a reducible basis, at the same price of EUR20
per new share. Subscribers on a reducible basis have no assurance of a full
allotment. They will be allotted new shares pro rata to both the number of
existing shares whose Preferential Subscription Rights have been used for their
subscription on an irreducible basis and to the number of shares requested on a
reducible basis as indicated in their subscription orders, in accordance with
the allocation schedule to be included in a notice published by Euronext.

The settlement of the rights issue and the listing of the new shares on Euronext
Paris are scheduled to take place on June 2, 2009. The new shares will carry
dividends rights as of January 1, 2009. They will not entitle their holders to
the EUR1 dividend with respect to the 2008 fiscal year. On the other hand, they
will entitle their holder to the dividends that will be voted, if applicable,
with respect to the 2009 fiscal year and the following fiscal years. Upon
issuance, the new shares will be listed for trading on Euronext Paris on a
separate quotation line (ISIN code FR0010755561) until the close of trading on
the record date for the dividend with respect to 2008 (i.e. until the close of
trading on July 1, 2009). As from the ex-dividend date (i.e. as from July 2,
2009), the new shares will become fungible with the existing shares of the
Company and will be traded on the same quotation line as the existing shares
under the same code (ISIN code FR0000120859).

The Pargesa-GBL group, Imerys' controlling shareholder since 1988, has committed
to subscribe to the capital increase pro rata to its 57.9% holding in the
company(4) for a total amount of about EUR145 million.

Imerys' principal executives, Messrs. Aimery Langlois-Meurinne, Chairman of the
Board of Directors, Gérard Buffière, Chief Executive Officer and Jérôme
Pecresse, Chief Operating Officer, holding respectively 80,000, 27,000 and 680
Imerys shares have also wished to show their support for this operation by
committing to subscribe pro rata to the number of shares that each of them
holds.

The remainder of the share capital increase is fully underwritten by a banking
syndicate comprised of BNP Paribas and HSBC, acting as Joint Lead Managers and
Joint Bookrunners, and ABN AMRO Corporate Finance S.A. and Lazard-NATIXIS(5) as
Co-Lead Managers.

Centralisation Agent

CACEIS Corporate Trust, 14, rue Rouget de Lisle - 92862 Issy-les-Moulineaux
Cedex 9. 

Information for the public

A prospectus approved by the Autorité des marchés financiers (the 'AMF', the
French Securities Regulator) under No. 09-120 on May 4, 2009 is available free
of charge at the head office of Imerys, through the Joint Lead Managers and
Joint Bookrunners, as well as on the Internet websites of Imerys
(www.imerys.com) and the AMF (www.amf-france.org). The prospectus consists of
the reference document filed with the AMF on April 3, 2009 under No D.09-0192
and an offering memorandum (note d'opération) (which includes a summary) on May
4, 2009.

Imerys draws the attention of investors to the Sections 2 and 11.4 of the
prospectus and Section 4 of the reference document concerning risk factors
linked to the operation that is the subject of the prospectus approved by the
AMF and the Imerys group's activities.

(3) As well as each holder of exercisable stock options, for those options hat
    would have been exercised before May 9, 2009.
(4) Pargesa Netherlands BV: 27.39%; Belgian Securities BV: 30.54% as on December
    31, 2008.
(5) Lazard Frères Banque and NATIXIS acting jointing and not severally,
    directly or by the intermediary of their affiliates, under the name
    Lazard-NATIXIS.

The world leader in adding value to minerals, Imerys is active in 47 countries
through more than 260 industrial and commercial sites. The Group achieved EUR3.4
billion in sales in 2008. Imerys mines and processes minerals from reserves with
rare qualities in order to develop solutions that improve its customers' product
performance and manufacturing efficiency. The Group 's products have a great
many applications in everyday life, including construction, personal care,
paper, paint, plastic, ceramics, telecommunications and beverage filtration.

                                   ***

More comprehensive information about Imerys may be obtained on its Internet
website (www.imerys. com), under Regulated Information, including its document
de référence filed under n° D.09-0 192 on April 3, 2009 with the Autorité
des marchés financiers (also available on the Internet website of the Autorité
des marchés financiers, www.amf-france. org). Imerys draws the attention of
investors to the risk factors set forth in section 4 of the document de
reference for information on risk factors concerning the Group (as well as, for
liquidity risk, paragraph 11.4 of the offering memorandum (note d'opération))
and to the risk factors set forth in section 2 of the offering memorandum (note
d'opération) for information on risk factors concerning the offer that is the
subject of this press release.

Distribution: This press release must not be published, released or distributed,
directly or indirectly, in the United States, Canada, Japan or Australia. This
press release and the information contained herein do not constitute an offer to
sell or subscribe, nor the solicitation of an order to purchase or subscribe,
securities in any country. In particular, securities may not be offered or sold
in France absent a prospectus approved by the Autorité des marchés
financiers.

Securities may not be offered or sold in the United States unless they are
registered under the U.S. Securities Act of 1933, as amended, ('US Securities
Act'), or are exempt from registration thereunder. The rights or shares of
Imerys which will be issued in connection with the share capital increase
mentioned in this press release have not been and will not be registered under
the U.S. Securities Act and Imerys does not intend to make a public offer of
such securities in the United States.

This document is not an invitation nor is it intended to be an inducement to
engage in investment activity for the purpose of Section 21 of the Financial
Services and Markets Act 2000, as amended ('FSMA'). This document is directed
only at (i) persons outside the United Kingdom; or (ii) persons in the United
Kingdom that are 'qualified investors' within the meaning of Section 86(7) of
FSMA that are also (a) persons authorised under FSMA or otherwise having
professional experience in matters relating to investments and qualifying as
investment professionals under article 19 of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, as amended (the 'Financial Promotion
Order'); or (b) high net worth companies, unincorporated associations and other
persons to whom article 49(2) (a) to (d) of the Financial Promotion Order
applies; or (c) any other persons to whom this document for the purposes of
Section 21 of FSMA can otherwise lawfully be made available (all such persons
together being referred to as 'Relevant Persons'). Any person in the United
Kingdom that is not a Relevant Person should not act or rely on this document.
The rights and shares of Imerys or any investment or controlled activity to
which such rights or shares relate are only available to, and will be engaged in
only with, Relevant Persons.

The release, publication or distribution of this press release in certain
jurisdictions may be restricted by laws or regulations. Therefore, persons in
such jurisdictions into which this press release is released, published or
distributed must inform themselves about and comply with such laws or
regulations.

Analyst/Investor Relations:
Pascale Arnaud - +33 (0)1 49 55 63 23
[email protected]

Press contacts:
Pascale Arnaud - +33 (0)1 49 55 63 91 /66 55
Matthieu Roquet-Montégon - +33 (0)6 16 92 80 65
                      
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