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2 days ago
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Bioretec Ltd publishes an exemption document relating to its rights issue
Bioretec Ltd Company announcement 4 June 2025 at 4:00 p.m. EEST NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA OR SINGAPORE, OR ANY OTHER JURISDICTION IN WHICH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. TAMPERE, Finland, June 4, 2025 /PRNewswire/ -- Bioretec Ltd ("Bioretec" or the "Company") announced on 28 May 2025 that it is commencing a rights issue, in which Bioretec offers up to 6,156,618 new shares (the "New Shares") for subscription by Bioretec's existing shareholders in accordance with the pre-emptive right of shareholders with a subscription price of EUR 1.50 per New Share (the "Offering"). In connection with the Offering, the Company has prepared an exemption document ("Exemption Document") in accordance with Article 1.4 db) of the European Parliament and Council Regulation (EU) 2017/1129 (the "Prospectus Regulaton"). The disclosure document has been prepared in accordance with the requirements of Annex IX to the Prospectus Regulation. The Exemption Document is available on Bioretec's website at on or about 4 June 2025. In addition, the Exemption Document will be available on the website of Danske Bank A/S, Finland Branch at on or about 4 June 2025. The unofficial English-language translation of the Exemption Document will be available on Bioretec's website at and on the website of Danske Bank A/S, Finland Branch at on or about 4 June 2025. The subscription period for the New Shares will commence on 5 June 2025 at 9:30 am Finnish time and end on 19 June 2025 at 16:00 pm Finnish time. The subscription rights are freely transferrable and trading in the subscription rights on Nasdaq First North Growth Market Finland marketplace will take place between 5 June 2025 and 12 June 2025. Bioretec will publish a recorded investor presentation regarding the Offering on Thursday 5 June 2025. The recording will be available on Bioretec's website at and at The investor presentation is held in English. Danske Bank A/S, Finland Branch and DNB Carnegie Investment Bank AB, Finland Branch are acting as the Joint Global Coordinators and the Joint Bookrunners of the Offering (the "Joint Global Coordinators"). Krogerus Attorneys Ltd is acting as the legal counsel to the Company. Borenius Attorneys Ltd is acting as the legal counsel to the Joint Global Coordinators. Bravura Ltd is acting as the communications adviser to the Company. Further enquiries Sarah van Hellenberg Hubar-Fisher, Interim CEO, +31 6 1544 8736Johanna Salko, CFO, +358 40 754 8172 Certified adviser Nordic Certified Adviser AB, +46 70 551 67 29 Information about Bioretec Bioretec is a globally operating Finnish medical device company that continues to pioneer the application of biodegradable orthopedic implants. The company has built unique competencies in the biological interface of active implants to enhance bone growth and accelerate fracture healing after orthopedic surgery. The products developed and manufactured by Bioretec are used worldwide in approximately 40 countries. Bioretec is commercializing and developing the new RemeOs™ product line based on a magnesium alloy and hybrid composite - a new generation of strong biodegradable materials for enhanced surgical outcomes. The RemeOs™ implants are absorbed and enhance bone remodeling, which eliminates the need for removal surgery while facilitating fracture healing. The combination has the potential make implant removal operations redundant and help clinics reach their Value-Based Healthcare targets while focusing on value for patients through efficient healthcare. The first RemeOs™ product market authorization has been received in the U.S. in March 2023, and in Europe, the CE mark approval was received in January 2025. Bioretec is positioning itself to enter the addressable over USD 10 billion global orthopedic trauma and spine market and to become a game changer in surgical bone fracture treatment. Better healing - Better life. IMPORTANT INFORMATION Neither this release nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or Singapore or any other jurisdiction in which publication or distribution would be unlawful. The information contained herein does not constitute an offer of securities for sale in the United States, nor may the securities of Bioretec Ltd (the "Company") be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. The Company does not intend to register any portion of the offering in the United States or to offer securities to the public in the United States. This release is not a prospectus within the meaning of the Regulation (EU) 2017/1129 of the European Parliament and of the Council (as amended, the "Prospectus Regulation") and has not been approved by any competent authority. This release neither describes nor purports to describe risks (direct or indirect) that may be associated with an investment in the Company's securities. In connection with the offering, the Company will prepare an exemption document in accordance with Article 1.4 db of the Prospectus Regulation. The exemption document will be prepared in accordance with the requirements of Annex IX to the Prospectus Regulation. The exemption document does not constitute a prospectus under the Prospectus Regulation and will neither be reviewed nor approved by the Finnish Financial Supervisory Authority. The Company has not authorised any offer to the public of securities in the United Kingdom or in any Member State of the European Economic Area other than Finland. With respect to each Member State of the European Economic Area and which applies the Prospectus Regulation (each, a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in the Relevant Member States (a) to any legal entity, which fulfils the requirements of a qualified investor as defined in the Prospectus Regulation; or (b) in any other circumstances falling within Article 1(4) of the Prospectus Regulation. For the purposes of this paragraph, the expression "offer of securities to the public" means a communication to persons in any form and by any means, presenting sufficient information on the terms of the offer and the securities to be offered, so as to enable an investor to decide to purchase or subscribe for those securities. This communication is directed only at persons who are outside the United Kingdom or persons who are qualified investors within the meaning of the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 and are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "Relevant Persons"). Any investment activity to which this communication relates will only be available to and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents. No part of this release, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. The information contained in this release has not been independently verified. No representation, warranty or undertaking, expressed or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. The Company or any of its respective affiliates, advisors or representatives or any other person, shall have no liability whatsoever (in negligence or otherwise) for any loss however arising from any use of this release or its contents or otherwise arising in connection with this release. Each person must rely on their own examination and analysis of the Company, its subsidiaries, its securities and the offering, including the merits and risks involved. The Joint Global Coordinators are acting exclusively for the Company and no one else in connection with the offering. They will not regard any other person as their respective client in relation to the offering. The Joint Global Coordinators will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for giving advice in relation to the offering or any transaction or arrangement referred to herein. Notice to distributors Solely for the purposes of the product governance requirements set forth in (a) Directive 2014/65/EU (as amended, "MiFID II"); (b) Articles 9 and 10 of the Commission Delegated Directive 2017/593/EU supplementing MiFID II; and (c) local implementation measures (together "MiFID II Product Governance Requirements"), and disclaiming any liability the "manufacturer" (due to MiFID II Product Governance Requirements) may otherwise have, regardless of whether the liability is based on infringement, contract or otherwise, the Subscription Rights and the New Shares have been subject to an approval process whereby each of them: (i) satisfies the target market requirements of end customers for retail investors, as well as the requirements for investors defined as professional clients and eligible counterparties, as separately defined in MiFID II (the "Target Market Assessment"); and (ii) are suitable for offering through all distribution channels, as permitted in MiFID II. Distributors should note that the value of Subscription Rights and New Shares may decline and investors may not be able to recover all or part of the amount they have invested; Subscription Rights and New Shares do not guarantee any profits or capital protection; and investments in Subscription Rights and New Shares are suitable only for investors who do not need guaranteed profits or capital protection, and who (alone or in conjunction with an appropriate financial or other advisor) are able to assess the benefits and risks of such investment and have sufficient funds from investments to cover any losses incurred. The target market assessment does not affect the sales restrictions based on agreement, law or other regulation in the Offering. The Target Market Assessment should not be considered as (a) an assessment of appropriateness or suitability under MiFID II or (b) a recommendation to an investor or a group of investors to invest, acquire or take any other action regarding the Subscription Rights or the New Shares. Each distributor is responsible for its own Target Market Assessment of the Subscription Rights and the New Shares and for determining the appropriate distribution channels. FORWARD-LOOKING STATEMENTS Certain statements in this release are "forward-looking statements." Forward-looking statements include statements concerning plans, assumptions, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, the Company's competitive strengths and weaknesses, plans or goals relating to financial position, future operations and development, its business strategy and the anticipated trends in the industry and the political and legal environment in which it operates and other information that is not historical information. In some instances, they can be identified by the use of forward-looking terminology, including the terms "believes," "intends," "may," "will" or "should" or, in each case, their negative or variations on comparable terminology. Forward-looking statements in this release are based on assumptions. Forward-looking statements involve inherent risks, uncertainties and assumptions, both general and specific, and the risk exists that the predictions, forecasts, projections, plans and other forward-looking statements will not be achieved. Given these risks, uncertainties and assumptions, you are cautioned not to place undue reliance on such forward-looking statements. Any forward-looking statements contained herein speak only as at the date of this release. Save as required by law, the Company does not intend to, and does not assume any obligation to, update or correct any forward-looking statement contained in this release. This information was brought to you by Cision View original content: Sign in to access your portfolio
Yahoo
2 days ago
- Business
- Yahoo
Merus N.V. Announces Pricing of Public Offering of Common Shares
UTRECHT, The Netherlands and CAMBRIDGE, Mass., June 04, 2025 (GLOBE NEWSWIRE) -- Merus N.V. (Nasdaq: MRUS) ('Merus', the 'Company,' 'we' and 'our'), an oncology company developing innovative, full-length multispecific antibodies and antibody drug conjugates (Biclonics®, Triclonics® and ADClonics®), today announced the pricing of an underwritten public offering of 5,263,158 common shares, at a public offering price of $57.00 per share (the 'Offer Shares'). Merus also granted the underwriters a 30-day option to purchase up to an additional 789,473 common shares (the 'Option Shares' and together with the Offer Shares, the 'Shares'). The gross proceeds from the offering, before deducting underwriting discounts and commissions and estimated offering expenses and excluding the underwriters' option to purchase the Option Shares, are expected to be approximately $300.0 million. All of the shares in the offering are to be sold by Merus. The offering is expected to close on or about June 5, 2025, subject to customary closing conditions. Merus currently intends to use the net proceeds from the offering, together with its existing cash, cash equivalents and marketable securities, to advance the clinical development of its product candidates, for preclinical research and technology development, and for working capital and general corporate purposes. Jefferies, BofA Securities, Leerink Partners, Guggenheim Securities, Truist Securities, and LifeSci Capital are acting as joint book-running managers for the offering. Van Lanschot Kempen is acting as lead manager for the offering. The offering is being made pursuant to a shelf registration statement on Form S-3 that was filed with the Securities and Exchange Commission ('SEC') on February 28, 2024 and was effective upon filing. The offering will be made only by means of a written prospectus and prospectus supplement that form a part of the registration statement, which, for the avoidance of doubt, will not constitute a 'prospectus' for the purposes of (i) Regulation (EU) 2017/1129 (the 'Prospectus Regulation') and has not been reviewed by any competent authority in any member state in the European Economic Area (the 'EEA') and (ii) the Prospectus Regulation as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the 'UK Prospectus Regulation') and has not been reviewed by the Financial Conduct Authority in the United Kingdom. A preliminary prospectus supplement and accompanying prospectus relating to the offering was filed with the SEC on June 3, 2025, and a final prospectus supplement will be filed with the SEC and will be available on the SEC's website at Copies of the final prospectus supplement and the accompanying prospectus relating to the offering may be obtained, when available, from Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, by telephone at (877) 821-7388, or by email at Prospectus_Department@ BofA Securities NC1-0220-02-25, Attention: Prospectus Department, 201 North Tryon Street, Charlotte, NC 28255‐0001, or by email at Leerink Partners LLC, Attention: Syndicate Department, 53 State Street, 40th Floor, Boston, MA 02109, by telephone at (800) 808-7525 ext. 6105, or by email at syndicate@ Guggenheim Securities, LLC, Attention: Equity Syndicate Department, 330 Madison Avenue, 8th Floor, New York, NY 10017, by telephone at (212) 518-9544, or by email at GSEquityProspectusDelivery@ or Truist Securities, Inc., Attention: Equity Capital Markets, 3333 Peachtree Road NE, 9th Floor, Atlanta, GA 30326 at (800) 685-4786 or by email to This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. This press release is an advertisement and not a prospectus within the meaning of either the Prospectus Regulation or the UK Prospectus Regulation. EEA: In relation to each member state of the EEA (each, a 'Relevant State'), no Shares have been offered or will be offered pursuant to the offering to the public in that Relevant State prior to the publication of a prospectus in relation to the Shares which has been approved by the competent authority in that Relevant State or, where appropriate, approved in another Relevant State and notified to the competent authority in that Relevant State, all in accordance with the Prospectus Regulation, except that Shares may be offered to the public in that Relevant State at any time: to any legal entity which is a 'qualified investor' as defined under Article 2 of the Prospectus Regulation; to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the Prospectus Regulation), subject to obtaining the prior consent of the representatives for any such offer; and in any other circumstances falling within Article 1(4) of the Prospectus Regulation, provided that no such offer of the Shares shall require us or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation. Each person who initially acquires any Shares or to whom any offer is made will be deemed to have represented, warranted, acknowledged and agreed to and with us and each of the underwriters that it is a 'qualified investor' within the meaning of Article 2 of the Prospectus Regulation. For the purposes of the above, the expression 'offer to the public' in relation to the Shares in any Relevant State means the communication in any form and by any means of sufficient information on the terms of the offer and any Shares to be offered so as to enable an investor to decide to purchase or subscribe for any Shares, and the expression 'Prospectus Regulation' means Regulation (EU) 2017/1129. United Kingdom: No Shares have been offered or will be offered pursuant to this offering to the public in the United Kingdom prior to the publication of a prospectus in relation to the Shares which has been approved by the Financial Conduct Authority in the United Kingdom, except that the Shares may be offered to the public in the United Kingdom at any time: a) to any legal entity which is a qualified investor as defined under Article 2 of the UK Prospectus Regulation; b) to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the UK Prospectus Regulation), subject to obtaining the prior consent of the representatives for any such offer; or c) in any other circumstances falling within Section 86 of the Financial Services and Markets Act 2000 (the 'FSMA'), provided that no such offer of the Shares shall require us or any of the underwriters to publish a prospectus pursuant to Section 85 of the FSMA or Article 3 of the UK Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation. Each person in the United Kingdom who initially acquires any Shares or to whom any offer is made will be deemed to have represented, warranted, acknowledged and agreed to and with us and each of the underwriters that it is a 'qualified investor' within the meaning of the UK Prospectus Regulation. For the purposes of this provision, the expression an 'offer to the public' in relation to the Shares in the United Kingdom means the communication in any form and by any means of sufficient information on the terms of the offer and any Shares to be offered so as to enable an investor to decide to purchase or subscribe for any Shares. In addition, in the United Kingdom, the transaction to which this press release relates will only be available to, and will be engaged in only with persons who are 'qualified investors' (as defined in the UK Prospectus Regulation) (i) who have professional experience in matters relating to investments falling within Article 19(5) of the FSMA (Financial Promotion) Order 2005, as amended (the Order), and/or (ii) who are high net worth entities (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as 'relevant persons'). In the United Kingdom, the securities referred to herein 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 in the United Kingdom who is not a relevant person should not act or rely on this communication or any of its contents. About Merus N.V. Merus is an oncology company developing innovative full-length human bispecific and trispecific antibody therapeutics, referred to as Multiclonics®. Multiclonics® are manufactured using industry standard processes and have been observed in preclinical and clinical studies to have several of the same features of conventional human monoclonal antibodies, such as long half-life and low immunogenicity. Forward-Looking Statements This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation, statements regarding the completion of the proposed offering, the anticipated gross proceeds from the offering and our intended use of any net proceeds from the offering. These forward-looking statements are based on management's current expectations. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the following: our need for additional funding, which may not be available and which may require us to restrict our operations or require us to relinquish rights to our technologies or Biclonics®, Triclonics® and multispecific antibody candidates; potential delays in regulatory approval, which would impact our ability to commercialize our product candidates and affect our ability to generate revenue; the lengthy and expensive process of clinical drug development, which has an uncertain outcome; the unpredictable nature of our early stage development efforts for marketable drugs; potential delays in enrollment of patients, which could affect the receipt of necessary regulatory approvals; our reliance on third parties to conduct our clinical trials and the potential for those third parties to not perform satisfactorily; impacts of the global instability caused by the Russia Ukraine conflict and conflict in the Middle East; we may not identify suitable Biclonics® or bispecific antibody candidates under our collaborations or our collaborators may fail to perform adequately under our collaborations; our reliance on third parties to manufacture our product candidates, which may delay, prevent or impair our development and commercialization efforts; protection of our proprietary technology; our patents may be found invalid, unenforceable, circumvented by competitors and our patent applications may be found not to comply with the rules and regulations of patentability; we may fail to prevail in potential lawsuits for infringement of third-party intellectual property; and our registered or unregistered trademarks or trade names may be challenged, infringed, circumvented or declared generic or determined to be infringing on other marks. These and other important factors discussed under the caption 'Risk Factors' in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 filed with the Securities and Exchange Commission, or SEC, on May 7, 2025, and our other reports filed with the SEC, could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. Any such forward-looking statements represent management's estimates as of the date of this press release. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change, except as required under applicable law. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this press release. Multiclonics®, ADClonics®, Biclonics® and Triclonics® are registered trademarks of Merus N.V. CONTACT: Investor and Media Inquiries: Sherri Spear Merus N.V. SVP Investor Relations and Strategic Communications 617-821-3246 Kathleen Farren Merus N.V. Director Investor Relations and Corporate Communications 617-230-4165
Yahoo
2 days ago
- Business
- Yahoo
Merus N.V. Announces Pricing of Public Offering of Common Shares
UTRECHT, The Netherlands and CAMBRIDGE, Mass., June 04, 2025 (GLOBE NEWSWIRE) -- Merus N.V. (Nasdaq: MRUS) ('Merus', the 'Company,' 'we' and 'our'), an oncology company developing innovative, full-length multispecific antibodies and antibody drug conjugates (Biclonics®, Triclonics® and ADClonics®), today announced the pricing of an underwritten public offering of 5,263,158 common shares, at a public offering price of $57.00 per share (the 'Offer Shares'). Merus also granted the underwriters a 30-day option to purchase up to an additional 789,473 common shares (the 'Option Shares' and together with the Offer Shares, the 'Shares'). The gross proceeds from the offering, before deducting underwriting discounts and commissions and estimated offering expenses and excluding the underwriters' option to purchase the Option Shares, are expected to be approximately $300.0 million. All of the shares in the offering are to be sold by Merus. The offering is expected to close on or about June 5, 2025, subject to customary closing conditions. Merus currently intends to use the net proceeds from the offering, together with its existing cash, cash equivalents and marketable securities, to advance the clinical development of its product candidates, for preclinical research and technology development, and for working capital and general corporate purposes. Jefferies, BofA Securities, Leerink Partners, Guggenheim Securities, Truist Securities, and LifeSci Capital are acting as joint book-running managers for the offering. Van Lanschot Kempen is acting as lead manager for the offering. The offering is being made pursuant to a shelf registration statement on Form S-3 that was filed with the Securities and Exchange Commission ('SEC') on February 28, 2024 and was effective upon filing. The offering will be made only by means of a written prospectus and prospectus supplement that form a part of the registration statement, which, for the avoidance of doubt, will not constitute a 'prospectus' for the purposes of (i) Regulation (EU) 2017/1129 (the 'Prospectus Regulation') and has not been reviewed by any competent authority in any member state in the European Economic Area (the 'EEA') and (ii) the Prospectus Regulation as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the 'UK Prospectus Regulation') and has not been reviewed by the Financial Conduct Authority in the United Kingdom. A preliminary prospectus supplement and accompanying prospectus relating to the offering was filed with the SEC on June 3, 2025, and a final prospectus supplement will be filed with the SEC and will be available on the SEC's website at Copies of the final prospectus supplement and the accompanying prospectus relating to the offering may be obtained, when available, from Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, by telephone at (877) 821-7388, or by email at Prospectus_Department@ BofA Securities NC1-0220-02-25, Attention: Prospectus Department, 201 North Tryon Street, Charlotte, NC 28255‐0001, or by email at Leerink Partners LLC, Attention: Syndicate Department, 53 State Street, 40th Floor, Boston, MA 02109, by telephone at (800) 808-7525 ext. 6105, or by email at syndicate@ Guggenheim Securities, LLC, Attention: Equity Syndicate Department, 330 Madison Avenue, 8th Floor, New York, NY 10017, by telephone at (212) 518-9544, or by email at GSEquityProspectusDelivery@ or Truist Securities, Inc., Attention: Equity Capital Markets, 3333 Peachtree Road NE, 9th Floor, Atlanta, GA 30326 at (800) 685-4786 or by email to This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. This press release is an advertisement and not a prospectus within the meaning of either the Prospectus Regulation or the UK Prospectus Regulation. EEA: In relation to each member state of the EEA (each, a 'Relevant State'), no Shares have been offered or will be offered pursuant to the offering to the public in that Relevant State prior to the publication of a prospectus in relation to the Shares which has been approved by the competent authority in that Relevant State or, where appropriate, approved in another Relevant State and notified to the competent authority in that Relevant State, all in accordance with the Prospectus Regulation, except that Shares may be offered to the public in that Relevant State at any time: to any legal entity which is a 'qualified investor' as defined under Article 2 of the Prospectus Regulation; to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the Prospectus Regulation), subject to obtaining the prior consent of the representatives for any such offer; and in any other circumstances falling within Article 1(4) of the Prospectus Regulation, provided that no such offer of the Shares shall require us or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation. Each person who initially acquires any Shares or to whom any offer is made will be deemed to have represented, warranted, acknowledged and agreed to and with us and each of the underwriters that it is a 'qualified investor' within the meaning of Article 2 of the Prospectus Regulation. For the purposes of the above, the expression 'offer to the public' in relation to the Shares in any Relevant State means the communication in any form and by any means of sufficient information on the terms of the offer and any Shares to be offered so as to enable an investor to decide to purchase or subscribe for any Shares, and the expression 'Prospectus Regulation' means Regulation (EU) 2017/1129. United Kingdom: No Shares have been offered or will be offered pursuant to this offering to the public in the United Kingdom prior to the publication of a prospectus in relation to the Shares which has been approved by the Financial Conduct Authority in the United Kingdom, except that the Shares may be offered to the public in the United Kingdom at any time: a) to any legal entity which is a qualified investor as defined under Article 2 of the UK Prospectus Regulation; b) to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the UK Prospectus Regulation), subject to obtaining the prior consent of the representatives for any such offer; or c) in any other circumstances falling within Section 86 of the Financial Services and Markets Act 2000 (the 'FSMA'), provided that no such offer of the Shares shall require us or any of the underwriters to publish a prospectus pursuant to Section 85 of the FSMA or Article 3 of the UK Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation. Each person in the United Kingdom who initially acquires any Shares or to whom any offer is made will be deemed to have represented, warranted, acknowledged and agreed to and with us and each of the underwriters that it is a 'qualified investor' within the meaning of the UK Prospectus Regulation. For the purposes of this provision, the expression an 'offer to the public' in relation to the Shares in the United Kingdom means the communication in any form and by any means of sufficient information on the terms of the offer and any Shares to be offered so as to enable an investor to decide to purchase or subscribe for any Shares. In addition, in the United Kingdom, the transaction to which this press release relates will only be available to, and will be engaged in only with persons who are 'qualified investors' (as defined in the UK Prospectus Regulation) (i) who have professional experience in matters relating to investments falling within Article 19(5) of the FSMA (Financial Promotion) Order 2005, as amended (the Order), and/or (ii) who are high net worth entities (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as 'relevant persons'). In the United Kingdom, the securities referred to herein 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 in the United Kingdom who is not a relevant person should not act or rely on this communication or any of its contents. About Merus N.V. Merus is an oncology company developing innovative full-length human bispecific and trispecific antibody therapeutics, referred to as Multiclonics®. Multiclonics® are manufactured using industry standard processes and have been observed in preclinical and clinical studies to have several of the same features of conventional human monoclonal antibodies, such as long half-life and low immunogenicity. Forward-Looking Statements This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation, statements regarding the completion of the proposed offering, the anticipated gross proceeds from the offering and our intended use of any net proceeds from the offering. These forward-looking statements are based on management's current expectations. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the following: our need for additional funding, which may not be available and which may require us to restrict our operations or require us to relinquish rights to our technologies or Biclonics®, Triclonics® and multispecific antibody candidates; potential delays in regulatory approval, which would impact our ability to commercialize our product candidates and affect our ability to generate revenue; the lengthy and expensive process of clinical drug development, which has an uncertain outcome; the unpredictable nature of our early stage development efforts for marketable drugs; potential delays in enrollment of patients, which could affect the receipt of necessary regulatory approvals; our reliance on third parties to conduct our clinical trials and the potential for those third parties to not perform satisfactorily; impacts of the global instability caused by the Russia Ukraine conflict and conflict in the Middle East; we may not identify suitable Biclonics® or bispecific antibody candidates under our collaborations or our collaborators may fail to perform adequately under our collaborations; our reliance on third parties to manufacture our product candidates, which may delay, prevent or impair our development and commercialization efforts; protection of our proprietary technology; our patents may be found invalid, unenforceable, circumvented by competitors and our patent applications may be found not to comply with the rules and regulations of patentability; we may fail to prevail in potential lawsuits for infringement of third-party intellectual property; and our registered or unregistered trademarks or trade names may be challenged, infringed, circumvented or declared generic or determined to be infringing on other marks. These and other important factors discussed under the caption 'Risk Factors' in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 filed with the Securities and Exchange Commission, or SEC, on May 7, 2025, and our other reports filed with the SEC, could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. Any such forward-looking statements represent management's estimates as of the date of this press release. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change, except as required under applicable law. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this press release. Multiclonics®, ADClonics®, Biclonics® and Triclonics® are registered trademarks of Merus N.V. CONTACT: Investor and Media Inquiries: Sherri Spear Merus N.V. SVP Investor Relations and Strategic Communications 617-821-3246 Kathleen Farren Merus N.V. Director Investor Relations and Corporate Communications 617-230-4165
Yahoo
22-05-2025
- Business
- Yahoo
Euronext announces the success of its offering of bonds due 2032 convertible into new shares and/or exchangeable for existing shares ('OCEANEs') for a nominal amount of €425 million
Euronext announces the success of its offering of bonds due 2032 convertible into new shares and/or exchangeable for existing shares ('OCEANEs') for a nominal amount of €425 million Amsterdam, Brussels, Dublin, Lisbon, Milan, Oslo and Paris – 22 May 2025 – Euronext (ISIN Code: NL0006294274) (the 'Company'), the leading European capital market infrastructure, announces today the success of its offering of senior unsecured bonds due 2032 convertible into new shares and/or exchangeable for existing shares of the Company ('OCEANEs') (the 'Bonds'), by way of a placement to qualified investors only (within the meaning of Article 2(e) of the Prospectus Regulation (as defined below)), for a nominal amount of €425 million (the 'Offering'). On 17 April 2025, the Company entered into a bridge loan facility with, among others, affiliates of the joint bookrunners appointed in the context of the Offering, to finance the acquisition of Admincontrol. The net proceeds from the Offering will be used by the Company for the repayment of a portion of the bridge financing and general corporate purposes. Main terms of the Bonds The Bonds will be issued with a denomination of €100,000 each (the 'Principal Amount'), will be convertible and/or exchangeable into new and/or existing shares of Euronext (the 'Shares') and will pay a fixed coupon at a rate of 1.50% per annum, payable semi-annually in arrear on 30 May and 30 November of each year (or on the following business day if this date is not a business day), and for the first time on 30 November 2025. The initial conversion price of the Bonds is set at €191.1654, representing a conversion premium of 35% above the Company's reference share price on the regulated market of Euronext in Paris ('Euronext Paris'). The reference share price is €141.6040, being equal to the volume-weighted average price (VWAP) of the Shares recorded on Euronext Paris from the launch of the Offering today until the determination of the final terms (pricing) of the Bonds. Settlement and delivery of the Bonds is expected to take place in the Euronext Securities Milan system on 30 May 2025 (the 'Issue Date'). Unless previously converted, exchanged, redeemed or purchased and cancelled, the Bonds will be redeemed at par on 30 May 2032 (or on the following business day if such date is not a business day) (the 'Maturity Date'). The Bonds may be redeemed prior to the Maturity Date at the option of the Company, under certain conditions. In particular, the Bonds may be fully redeemed early at par plus any accrued interest at the Company's option, subject to a prior notice of at least 30 (but not more than 60) calendar days, (i) at any time from 20 June 2030 (inclusive), if the arithmetic average, calculated over a period of 10 consecutive trading days chosen by the Company from among the 20 consecutive trading days preceding the day of the publication of the early redemption notice, of the daily products on each of such 10 consecutive trading days of the volume weighted average price of the Shares on Euronext Paris over the applicable conversion price on each such trading day, exceeds 130%; or (ii) at any time if 80% or more in principal amount of the Bonds issued (which shall, for the avoidance of doubt, include any tap issues of the Bonds) have been converted/exchanged and/or redeemed and/or purchased by the Company and will be granted the right to convert or exchange the Bonds into new and/or existing Shares (the 'Conversion/Exchange Right') which they may exercise at any time from the 41st day (inclusive) following the Issue Date up to the 7th business day (inclusive) preceding the Maturity Date or, as the case may be, the relevant early redemption date. The conversion ratio of the Bonds is set at the Principal Amount divided by the prevailing initial conversion price, i.e. 523.1072 Shares per Bond, subject to standard adjustments, including anti-dilution and dividend protections, as described in the terms and conditions of the Bonds. Upon exercise of their Conversion/Exchange Right, holders of the Bonds will receive at the option of the Company new and/or existing Shares, carrying in all cases all rights attached to existing Shares as from the date of delivery. Application will be made for the admission of the Bonds to trading on Euronext AccessTM in Paris to occur within 30 calendar days from the Issue Date. Legal framework of the Offering and placement The Bonds will be issued by way of a placement to qualified investors only (within the meaning of Regulation (EU) 2017/1129 (as amended, the 'Prospectus Regulation')) (excluding the United States of America, Australia, Japan, Canada or South Africa), pursuant to the authorization granted by the Company's annual general meeting held on 15 May 2025 (15th and 16th resolution), without an offer to the public (other than to qualified investors) in any country. Existing shareholders of the Company shall have no preferential subscription rights, and there will be no priority subscription period in connection with the issuance of the Bonds or any underlying new Shares to be issued upon conversion. Lock-up undertaking In the context of the Offering, the Company has agreed to a lock-up undertaking with respect to its Shares and securities giving access to share capital of the Company for a period starting from the announcement of the final terms of the Bonds and ending 90 calendar days after the Issue Date, subject to certain customary exceptions or waiver from the joint global coordinators appointed in the context of the Offering. Dilution As a result of the Offering of a €425 million principal amount of Bonds and the initial conversion price of €191.1654, the potential dilution would represent approximately 2.1% of the Company's outstanding share capital, if the Conversion/Exchange Right was exercised for all the Bonds and the Company decided to deliver new Shares only upon exercise of the Conversion/Exchange Right. Available information Neither the offering of the Bonds, nor the admission of the Bonds to trading on Euronext AccessTM is subject to a prospectus approved by the Stichting Autoriteit Financiële Markten (AFM) in Netherlands or the Autorité des marchés financiers (AMF) in France. No key information document required by the PRIIPs Regulation or the UK PRIIPs Regulation (as defined below) has been or will be prepared. Detailed information about Company, including its business, results, prospects and the risk factors to which the Company is exposed are described in the Company's universal registration document for the financial year ended 31 December 2024, filed with the AFM on 28 March 2025 and the Company's first quarter 2025 results press release which includes the unaudited financial statements of the Company as at and for the three months ended 31 March 2025, which are all available on the Company's website ( Important information This press release does not constitute or form part of any offer or solicitation to purchase or subscribe for or to sell securities to any U.S. person or to any person in the United States, Australia, Japan, Canada or South Africa or in any jurisdiction to whom or in which such offer is unlawful, and the Offering of the Bonds is not an offer to the public in any jurisdiction (other than to qualified investors within the meaning of Article 2(e) of the Prospectus Regulation) or an offer to retail investors as such term is defined below. CONTACTS ANALYSTS & INVESTORS – ir@ Investor Relations Aurélie Cohen Judith Stein +33 6 15 23 91 97 MEDIA – mediateam@ Europe Aurélie Cohen +33 1 70 48 24 45 Andrea Monzani +39 02 72 42 62 13 Belgium Marianne Aalders +32 26 20 15 01 France, Corporate Flavio Bornancin-Tomasella +33 1 70 48 24 45 Ireland Catalina Augspach +33 6 82 09 99 70 Italy Ester Russom +39 02 72 42 67 56 The Netherlands Marianne Aalders +31 20 721 41 33 Norway Cathrine Lorvik Segerlund +47 41 69 59 10 Portugal Sandra Machado +351 91 777 68 97 About Euronext Euronext is the leading European capital market infrastructure, covering the entire capital markets value chain, from listing, trading, clearing, settlement and custody, to solutions for issuers and investors. Euronext runs MTS, one of Europe's leading electronic fixed income trading markets, and Nord Pool, the European power market. Euronext also provides clearing and settlement services through Euronext Clearing and its Euronext Securities CSDs in Denmark, Italy, Norway and Portugal. As of March 2025, Euronext's regulated exchanges in Belgium, France, Ireland, Italy, the Netherlands, Norway and Portugal host nearly 1,800 listed issuers with €6.3 trillion in market capitalisation, a strong blue-chip franchise and the largest global centre for debt and fund listings. With a diverse domestic and international client base, Euronext handles 25% of European lit equity trading. Its products include equities, FX, ETFs, bonds, derivatives, commodities and indices. For the latest news, go to or follow us on X and LinkedIn. Disclaimer This press release is for information purposes only: it is not a recommendation to engage in investment activities and is provided 'as is', without representation or warranty of any kind. While all reasonable care has been taken to ensure the accuracy of the content, Euronext does not guarantee its accuracy or completeness. Euronext will not be held liable for any loss or damages of any nature ensuing from using, trusting or acting on information provided. No information set out or referred to in this publication may be regarded as creating any right or obligation. The creation of rights and obligations in respect of financial products that are traded on the exchanges operated by Euronext's subsidiaries shall depend solely on the applicable rules of the market operator. All proprietary rights and interest in or connected with this publication shall vest in Euronext. This press release speaks only as of this date. Euronext refers to Euronext N.V. and its affiliates. Information regarding trademarks and intellectual property rights of Euronext is available at © 2025, Euronext N.V. - All rights reserved. The Euronext Group processes your personal data in order to provide you with information about Euronext (the "Purpose"). With regard to the processing of this personal data, Euronext will comply with its obligations under Regulation (EU) 2016/679 of the European Parliament and Council of 27 April 2016 (General Data Protection Regulation, 'GDPR'), and any applicable national laws, rules and regulations implementing the GDPR, as provided in its privacy statement available at: In accordance with the applicable legislation you have rights with regard to the processing of your personal data: for more information on your rights, please refer to: To make a request regarding the processing of your data or to unsubscribe from this press release service, please use our data subject request form at or email our Data Protection Officer at dpo@ Disclaimer The contents of this announcement have been prepared by and are the sole responsibility of the Company. The information contained in this announcement is for information 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 announcement is not for publication or distribution, directly or indirectly, in or into 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 any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement is an advertisement and not a prospectus within the meaning of Prospectus Regulation. This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy, Bonds to any U.S. person or to any person in the United States, Australia, Canada, South Africa or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The Bonds and the Shares, if any, to be issued upon exercise of the Conversion/Exercise Right (together, the 'Securities') referred to herein may not be offered or sold in the United States, or to, or for the account or benefit of, U.S. persons 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. In addition, until 40 days after the commencement of the Offering, an offer or sale of Bonds within the United States by a dealer (whether or not it is participating in the Offering) may violate the registration requirements of the Securities Act. The offer and sale of Securities referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada, South Africa or Japan. Subject to certain exceptions, the Bonds referred to herein may not be offered or sold in Australia, Canada, South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, South Africa or Japan. There will be no public offer of the Securities in the United States, Australia, Canada, South Africa or Japan or elsewhere. In member states of the European Economic Area (the 'EEA'), this announcement and any offer is directed exclusively at persons who are 'qualified investors' within the meaning of Article 2(e) of the Prospectus Regulation ('Qualified Investors'). In the United Kingdom this announcement and any offer is directed exclusively at persons who are 'qualified investors' within the meaning of Article 2(e) of the Prospectus Regulation as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ('EUWA') (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'), (ii) who fall within Article 49(2)(A) to (D) of the Order, or (iii) to whom it may otherwise lawfully be communicated (all such persons together with Qualified Investors in the EEA being referred to herein as 'Relevant Persons'). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant 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 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 Company's and its 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 Company, the joint bookrunners appointed in the context of the Offering 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. Each of the joint bookrunners appointed in the context of the Offering is acting exclusively for the Company and no-one else in connection with the Offering. They will not regard any other person as their respective client in relation to the Offering and will not be responsible to anyone other than 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, the joint bookrunners appointed in the context of the Offering and any of their affiliates may take up a portion of the Bonds in the Offering as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such Bonds and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, references to the Bonds 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 appointed in the context of the Offering and any of their affiliates acting in such capacity. In addition, the joint bookrunners appointed in the context of the Offering 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 appointed in the context of the Offering and any of their affiliates may from time to time acquire, hold or dispose of Bonds and/or Shares. The joint bookrunners appointed in the context of the Offering 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 appointed in the context of the Offering 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 Company, its 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. Information to Distributors: Solely for the purposes of the product governance requirements of Directive 2014/65/EU on markets in financial instruments, as amended and supplemented ('MiFID II') and local implementing measures (together, the 'Product Governance Requirements'), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Bonds have been subject to a product approval process, which has determined that: (i) the target market for the Bonds is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Bonds to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Bonds (a 'distributor') should take into consideration the manufacturers' target market assessment; however, a distributor (for the purposes of the Product Governance Requirements) is responsible for undertaking its own target market assessment in respect of the Bonds (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels. The target market assessment is without prejudice to the requirements of any contractual or legal selling restrictions in relation to any offering of the Bonds. For the avoidance of doubt, the target market assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Bonds. PRIIPs Regulation / Prospectus Regulation / Prohibition of sales to EEA and UK retail investors – The Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA or the UK. For these purposes, a 'retail investor' means (a) in the EEA, a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97 as amended or superseded (the 'Insurance Distribution Directive'), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a Qualified Investor as defined in Article 2(e) of the Prospectus Regulation and (b) in the UK, a person who is one (or more) of (i) a retail client within the meaning of Regulation (EU) No. 2017/565 as it forms part of UK domestic law by virtue of the EUWA or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 of the UK (the 'FSMA') and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No. 600/2014 as it forms part of UK domestic law by virtue of the EUWA or (iii) not a Qualified Investor as defined in Article 2(e) of the Prospectus Regulation as it forms part of UK domestic law by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the 'EU PRIIPs Regulation') or the EU PRIIPS Regulation as it forms part of UK domestic law by virtue of the EUWA (the 'UK PRIIPS Regulation') for offering or selling the Bonds or otherwise making them available to retail investors in the EEA or UK has been prepared and therefore offering or selling the Bonds or otherwise making them available to any retail investor in the EEA or the UK may be unlawful under the EU PRIIPs Regulation and/or the UK PRIIPs Regulation. Attachment 20250522_Pricing Press Release_Euronext Bond issuanceError in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Yahoo
22-05-2025
- Business
- Yahoo
BNP Paribas Primary New Issues: MID-Stabilisation Notice
22.05.2025 Not for distribution, directly or indirectly, in or into the United States or any jurisdiction in which such distribution would be unlawful. [] Mid-stabilisation Period Announcement [Further to the pre-stabilisation period announcement dated 16.05.2025] BNP Paribas (contact: Stanford Hartman telephone: 0207 595 8222) hereby gives notice that the Stabilisation Manager(s) named below undertook stabilisation (within the meaning of [Article 3.2(d) of the Market Abuse Regulation (EU/596/2014) / [and of] the rules of the Financial Conduct Authority)] in relation to the offer of the following securities, as set out below. Securities Issuer: WOLSELEY GROUP FINCO PLC Guarantor (if any): N/A Aggregate nominal amount: 350,000,000 GBP Description: Senior Secured Fixed Rate Notes Stabilisation Manager(s): BNP Paribas, Lloyds Bank, Wells Fargo, RBC, BOFA Stabilisation transaction[s] Date and time: Price: Quantity Stabilisation trading venue: 16/05/2025 17:10:48 99.25 1,000,000.00 OTC 16/05/2025 17:12:20 98.625 1,375,000.00 OTC 16/05/2025 17:12:26 98.625 125,000.00 OTC 16/05/2025 17:12:26 98.625 125,000.00 OTC 19/05/2025 09:21:51 98.50 -2,000,000.00 OTC 19/05/2025 09:32:45 98.625 -1,700,000.00 OTC 19/05/2025 09:56:38 99.00 -200,000.00 OTC 19/05/2025 09:59:05 98.83 -2,354,000.00 OTC 19/05/2025 10:02:33 99.23 -500,000.00 OTC 19/05/2025 11:31:42 99.015 1,000,000.00 OTC 19/05/2025 15:10:28 99.1 -1,000,000.00 OTC 20/05/2025 12:05:52 99.5 -2,000,000.00 OTC 20/05/2025 12:34:15 99.375 500,000.00 OTC 21/05/2025 17:04:09 99.55 2,300,000.00 OTC This announcement is for information purposes only and does not constitute an invitation or offer to underwrite, subscribe for or otherwise acquire or dispose of any securities of the Issuer in any jurisdiction. This announcement and the offer of the securities to which it relates are only addressed to and directed at persons outside the United Kingdom and persons in the United Kingdom who have professional experience in matters related to investments or who are high net worth persons within Article 12(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 and must not be acted on or relied on by other persons in the United Kingdom. In addition, if and to the extent that this announcement is communicated in, or the offer of the securities to which it relates is made in, the UK or any EEA Member State before the publication of a prospectus in relation to the securities which has been approved by the competent authority in the UK or that Member State in accordance with Regulation (EU) 2017/1129 (the 'Prospectus Regulation') (or which has been approved by a competent authority in another Member State and notified to the competent authority in the UK or that Member State in accordance with the Prospectus Regulation), this announcement and the offer are only addressed to and directed at persons in the UK or that Member State who are qualified investors within the meaning of the Prospectus Regulation (or who are other persons to whom the offer may lawfully be addressed) and must not be acted on or relied on by other persons in the UK or that Member State. This announcement is not an offer of securities for sale into the United States. The securities referred to above have not been, and will not be, registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an exemption from registration. There has not been and will not be a public offer of the securities in the United States. Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
