Verallia launches its initial public offering

• 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).