Final allocations of Zur Rose approx. CHF 95 million Convertible Bonds Offering

Zur Rose Group AG / Key word(s): Corporate Action
Final allocations of Zur Rose approx. CHF 95 million Convertible Bonds Offering
13.09.2022 / 09:25 CET/CEST

Final allocations of Zur Rose approx. CHF 95 million Convertible Bonds Offering

Following Zur Rose Group AG (the “Company” or “Zur Rose Group”) successful offering and provisional allocations of the approx. CHF 95 million senior unsecured bonds due 2026 on 1 September 2022, and the expiration of the advance subscription rights period on 12 September 2022, the final allocations of the bonds have been made and will be communicated to the institutional investors today.

As of 12 September 2022, 12:00 noon CEST, 1’993’560 advance subscription rights, corresponding to 16'613 Bonds (approx. 17.5% of the total issue size of approx. CHF 95 million), were exercised by eligible shareholders. Accordingly, the provisional allocations to institutional investors who participated in the bookbuilding on 1 September 2022 will be reduced on a pro rata basis (“Clawback”). As a result, bonds in aggregate amount of approx. CHF 78.4 million have been finally allocated to such institutional investors and Bonds in the aggregate amount of approx. CHF 16.6 million have been finally allocated to eligible shareholders who exercised their advance subscription rights.

BofA Securities, Goldman Sachs Bank Europe SE and UBS AG acted as Joint Bookrunners on the convertible bond offering.

Baker McKenzie acted as legal counsel to Zur Rose Group.

Investors and analyst contact
Dr. Daniel Grigat, Head of Investor Relations
Email: ir@zurrose.com, phone: +41 58 810 11 49

Media contact
Lisa Lüthi, Group Director Communications
E-Mail: media@zurrose.com, Telefon: +41 52 724 08 14

Agenda
20 October 2022 Q3/2022 Trading Update
19 January 2023 Sales 2022
23 March 2023 2022 Full-Year Results
20 April 2023 Q1/2023 Trading Update
4 May 2023 Annual General Meeting

Zur Rose Group

The Swiss Zur Rose Group is Europe’s largest e-commerce pharmacy and one of the leading medical wholesalers in Switzerland. It also operates the leading marketplace in southern Europe for consumer health, beauty and personal care products commonly sold in pharmacies. The company is internationally present with strong brands, including Germany’s best-known pharmacy brand, DocMorris, and employs more than 2,400 people at sites in Switzerland, Germany, the Netherlands, Spain and France. Now serving more than 11 million active customers in core European markets, Zur Rose generated external revenue of CHF 2,034 million in 2021.

With its business model, the Zur Rose Group offers high-quality, safe and cost-effective pharmaceutical care, as well as digital services relating to marketplaces, ecosystems, technology and telemedicine. In addition, Zur Rose is actively driving forward its positioning as a comprehensive healthcare service provider, with focus on building up and extending its European healthcare ecosystem networking qualified providers of products, services and digital solutions. Its ambition is to provide customer-centered health journeys so people are offered optimum supply and a range of medication and treatment options. By doing so, Zur Rose is pursuing its vision of creating a world where people can manage their own health in one click.

The shares of Zur Rose Group AG are listed on the SIX Swiss Exchange (securities number 4261528, ISIN CH0042615283, ticker ROSE). For further information, please visit zurrosegroup.com.

Disclaimer

THE CONTENTS OF THIS ANNOUNCEMENT HAVE BEEN PREPARED BY AND ARE THE SOLE RESPONSIBILITY OF ZUR ROSE GROUP AG (THE “COMPANY”) AND ZUR ROSE FINANCE B.V. (THE “ISSUER”). 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 THE UNITED STATES, AUSTRALIA, CANADA, ITALY, JAPAN, SOUTH AFRICA 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,

THIS INFORMATION IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA 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 OR THE ISSUER ARE NOT BEING PUBLICLY OFFERED OUTSIDE OF SWITZERLAND. IN PARTICULAR, THE SECURITIES OF THE COMPANY AND THE ISSUER REFERRED TO HEREIN MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES UNLESS REGISTERED UNDER THE US SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR OFFERED IN A TRANSACTION EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR 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 OR TO OR FOR THE ACCOUNT OF U.S. PERSONS 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 DOCUMENT DOES NOT CONSTITUTE A PROSPECTUS ACCORDING TO THE SWISS FEDERAL ACT ON FINANCIAL SERVICES.

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 THE PROSPECTUS REGULATION (REGULATION (EU) 2017/1129) (“QUALIFIED INVESTORS”). IN THE UNITED KINGDOM THIS ANNOUNCEMENT IS DIRECTED EXCLUSIVELY AT QUALIFIED INVESTORS (I) 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, AS AMENDED (THE “ORDER”) OR (II) WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, AND (III) TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED, AND ANY INVESTMENT ACTIVITY TO WHICH IT RELATES WILL ONLY BE ENGAGED IN WITH SUCH PERSONS AND IT SHOULD NOT BE RELIED ON BY ANYONE OTHER THAN SUCH PERSONS.

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 ISSUER’S OR 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 ISSUER, THE COMPANY, THE JOINT BOOKRUNNERS 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.

THIS PUBLICATION CONSTITUTES NEITHER A PROSPECTUS OR A SIMILAR NOTICE WITHIN THE MEANING OF THE ARTICLES 35 ET SEQQ. AND 69 OF THE SWISS FINANCIAL SERVICES ACT OR A LISTING PROSPECTUS WITHIN THE MEANING OF THE APPLICABLE LISTING RULES OF ANY STOCK EXCHANGE. ANY PURCHASE OF BONDS OF THE ISSUER IN THE PROPOSED OFFERING SHOULD BE MADE SOLELY ON THE BASIS OF THE INFORMATION CONTAINED IN THE FINAL PROSPECTUS TO BE ISSUED BY THE ISSUER IN CONNECTION WITH THE OFFERING. ANY PURCHASE OF SHARES OF THE COMPANY IN THE PROPOSED OFFERING SHOULD BE MADE SOLELY ON THE BASIS OF PUBLICLY AVAILABLE INFORMATION. THE INFORMATION IN THIS ANNOUNCEMENT IS SUBJECT TO CHANGE THE JOINT BOOKRUNNERS ARE ACTING EXCLUSIVELY FOR ISSUER AND THE 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 ISSUER AND 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 OF THE BONDS AND THE SHARES, THE JOINT BOOKRUNNERS AND ANY OF THEIR AFFILIATES MAY TAKE UP A PORTION OF THE SECURITIES IN THE OFFERINGS 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 THE COMPANY OR RELATED INVESTMENTS IN CONNECTION WITH THE OFFERINGS OR OTHERWISE. ACCORDINGLY, REFERENCES IN THE PROSPECTUS RELATED TO THE BONDS, ONCE PUBLISHED, 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 JOINT BOOKRUNNERS AND ANY OF THEIR AFFILIATES ACTING IN SUCH CAPACITY. IN ADDITION, THE JOINT BOOKRUNNERS, AND ANY OF THEIR AFFILIATES MAY ENTER INTO FINANCING ARRANGEMENTS (INCLUDING SWAPS, WARRANTS OR CONTRACTS FOR DIFFERENCES) WITH INVESTORS IN CONNECTION WITH WHICH THE JOINT BOOKRUNNERS AND ANY OF THEIR AFFILIATES MAY FROM TIME TO TIME ACQUIRE, HOLD OR DISPOSE OF SECURITIES OF THE ISSUER OR THE COMPANY. THE JOINT BOOKRUNNERS 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 JOINT BOOKRUNNERS 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 ISSUER OR THE COMPANY, THEIR 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.

NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION. ANY OFFER TO ACQUIRE SECURITIES PURSUANT TO THE PROPOSED OFFERING WILL BE MADE. ANY INVESTOR SHOULD MAKE HIS INVESTMENT DECISION FOR THE PURCHASE OF THE SHARES ON PUBLICLY AVAILABLE INFORMATION AND FOR THE PURCHASE OF THE BONDS SOLELY ON THE BASIS OF THE INFORMATION THAT IS CONTAINED IN THE PROSPECTUS (THE “PROSPECTUS”) PUBLISHED BY THE COMPANY AND THE ISSUER IN CONNECTION WITH THE OFFERING AND ADMISSION TO TRADING AND LISTING OF THE BONDS TO BE ISSUED BY THE ISSUER AS DESCRIBED IN THE PROSPECTUS ON THE SIX SWISS EXCHANGE. COPIES OF THE PROSPECTUS ARE AVAILABLE FREE OF CHARGE AT [ZUR ROSE GROUP AG, LISA LÜTHI, CORPORATE COMMUNICATIONS, WALZMÜHLESTRASSE 60, 8500 FRAUENFELD, SWITZERLAND (TELEPHONE NUMBER: +41 (0)52 724 08 14; EMAIL: LISA.LUETHI@ZURROSE.COM), AND AT UBS AG, PROSPECTUS LIBRARY, P.O. BOX, CH-8098 ZURICH (TELEPHONE NUMBER: +41 (0)44 239 47 03, FACSIMILE: +41 (0)44 239 69 14 OR EMAIL: SWISS-PROSPECTUS@UBS.COM), DURING REGULAR BUSINESS HOURS].

End of Media Release