SFS Group AG / Key word(s): Miscellaneous 07.05.2014 12:04 Release of an ad hoc announcement pursuant to Art. 53 KR
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN 7 May 2014 SFS Group AG Stabilisation Notice Credit Suisse Securities (Europe) Limited (contact: Stephane Gruffat; telephone: 020 7888 3692), acting for Credit Suisse AG hereby gives notice that the Stabilising Manager named below may stabilise the offer of the following securities in accordance with Article 9(3) of Commission Regulation (EC) No. 2273/2003 implementing the Market Abuse Directive (2003/6/EC) and within the limitations of article 55e of the Ordinance on the Swiss Federal Act on Stock Exchanges and Securities Trading ("SESTO"). The securities: Issuer: SFS Group AG Shares: Registered shares with a par value of CHF 0.10 each (ISIN CH 023 922930 2) Offer size: 10,008,910 registered shares with a par value of CHF 0.10 each Offer price: CHF 64.00 per registered share with a par value of CHF 0.10 Stabilisation: Stabilising Manager: Credit Suisse Securities (Europe) Limited for Credit Suisse AG (acting on behalf of the banking syndicate) Stabilisation period expected to commence at: 8.00 a.m. GMT on 7 May 2014 Stabilisation period expected to end no later than: 6 June 2014 Maximum size of over-allotment facility: 992,420 registered shares Over-allotment option: Terms: The selling shareholders in the offer have granted Credit Suisse AG and UBS AG, as Joint Global Coordinators (acting on behalf of the banking syndicate) of the offer, the option to acquire for up to an additional 992,420 registered shares at the offer price. Duration: This option may be exercised in whole or in part on one occasion at any time from 8 May 2014 to 6 June 2014. DISCLAIMER In connection with the offer or sale of the securities referred to herein, the Joint Global Coordinators, acting through the Stabilising Manager, on behalf of the banking syndicate, may over-allot the securities or effect transactions with a view to supporting the market price of the securities for a limited period of time beginning on the first trading day of the registered shares at a level higher than that which might otherwise prevail during such period. Any stabilisation action or over-allotment will be conducted by the Joint Global Coordinators, acting through the Stabilising Manager, in accordance with all applicable laws and rules. Save as required by law or regulation, the Joint Global Coordinators do not intend to disclose the extent of over-allotments and/or any stabilisation action made. Neither the Stabilising Manager, the Joint Global Coordinators nor any other members of the banking syndicate have an obligation to undertake stabilisation activities. Therefore, there is no assurance that the Stabilising Manager, the Joint Global Coordinators nor any other members of the banking syndicate will undertake any such stabilisation activities. Stabilisation activities may be effected on the SIX Swiss Exchange, in the over-the-counter (OTC) market or otherwise and, if commenced, will be carried out in accordance with article 55e SESTO and other applicable rules and regulations. Such stabilisation, if commenced, may be discontinued at any time without announcement, and must be brought to an end not later than 30 calendar days after the commencement of trading in the securities referred to herein on the SIX Swiss Exchange. This document is not an offer to sell or a solicitation of offers to purchase or subscribe for the securities referred to herein. This document is not a prospectus within the meaning of Article 652a of the Swiss Code of Obligations, nor is it a listing prospectus as defined in the listing rules of the SIX Swiss Exchange or a prospectus under any other applicable laws. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction. This communication is not for distribution in the United States, Canada, Australia or Japan and it does not constitute an offer or invitation to subscribe for or to purchase any securities in such countries or in any other jurisdiction. In particular, this document and the information contained herein is not for publication or distribution into the United States of America and should not be distributed or otherwise transmitted into the United States or to U.S. persons (as defined in the U.S. Securities Act of 1933, as amended (the "Securities Act")) or publications with a general circulation in the United States. The securities referred to herein have not been and will not be registered under the Securities Act, or the laws of any state and may not be offered or sold in the United States of America absent registration or an exemption from registration under Securities Act. There will be no public offering of the securities in the United States of America. The information contained herein does not constitute an offer of securities to the public in the United Kingdom. No prospectus offering securities to the public will be published in the United Kingdom. This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. This communication does not constitute an "offer of securities to the public" within the meaning of Directive 2003/71/EC of the European Union (the "Prospectus Directive") of the securities referred to in it (the "Securities") in any member state of the European Economic Area (the "EEA"). Any offers of the Securities to persons in the EEA will be made pursuant to an exemption under the Prospectus Directive, as implemented in member states of the EEA, from the requirement to produce a prospectus for offers of the Securities. 07.05.2014 News transmitted by EQS Schweiz AG. The issuer is responsible for the contents of the release. EquityStory publishes regulatory releases, media releases on the capital market and press releases. The EquityStory Group distributes authentic and real-time financial news for over 1'300 listed companies. The Swiss news archive can be found at www.equitystory.ch/news
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN 7 May 2014 SFS Group AG Stabilisation Notice Credit Suisse Securities (Europe) Limited (contact: Stephane Gruffat; telephone: 020 7888 3692), acting for Credit Suisse AG hereby gives notice that the Stabilising Manager named below may stabilise the offer of the following securities in accordance with Article 9(3) of Commission Regulation (EC) No. 2273/2003 implementing the Market Abuse Directive (2003/6/EC) and within the limitations of article 55e of the Ordinance on the Swiss Federal Act on Stock Exchanges and Securities Trading ("SESTO"). The securities: Issuer: SFS Group AG Shares: Registered shares with a par value of CHF 0.10 each (ISIN CH 023 922930 2) Offer size: 10,008,910 registered shares with a par value of CHF 0.10 each Offer price: CHF 64.00 per registered share with a par value of CHF 0.10 Stabilisation: Stabilising Manager: Credit Suisse Securities (Europe) Limited for Credit Suisse AG (acting on behalf of the banking syndicate) Stabilisation period expected to commence at: 8.00 a.m. GMT on 7 May 2014 Stabilisation period expected to end no later than: 6 June 2014 Maximum size of over-allotment facility: 992,420 registered shares Over-allotment option: Terms: The selling shareholders in the offer have granted Credit Suisse AG and UBS AG, as Joint Global Coordinators (acting on behalf of the banking syndicate) of the offer, the option to acquire for up to an additional 992,420 registered shares at the offer price. Duration: This option may be exercised in whole or in part on one occasion at any time from 8 May 2014 to 6 June 2014. DISCLAIMER In connection with the offer or sale of the securities referred to herein, the Joint Global Coordinators, acting through the Stabilising Manager, on behalf of the banking syndicate, may over-allot the securities or effect transactions with a view to supporting the market price of the securities for a limited period of time beginning on the first trading day of the registered shares at a level higher than that which might otherwise prevail during such period. Any stabilisation action or over-allotment will be conducted by the Joint Global Coordinators, acting through the Stabilising Manager, in accordance with all applicable laws and rules. Save as required by law or regulation, the Joint Global Coordinators do not intend to disclose the extent of over-allotments and/or any stabilisation action made. Neither the Stabilising Manager, the Joint Global Coordinators nor any other members of the banking syndicate have an obligation to undertake stabilisation activities. Therefore, there is no assurance that the Stabilising Manager, the Joint Global Coordinators nor any other members of the banking syndicate will undertake any such stabilisation activities. Stabilisation activities may be effected on the SIX Swiss Exchange, in the over-the-counter (OTC) market or otherwise and, if commenced, will be carried out in accordance with article 55e SESTO and other applicable rules and regulations. Such stabilisation, if commenced, may be discontinued at any time without announcement, and must be brought to an end not later than 30 calendar days after the commencement of trading in the securities referred to herein on the SIX Swiss Exchange. This document is not an offer to sell or a solicitation of offers to purchase or subscribe for the securities referred to herein. This document is not a prospectus within the meaning of Article 652a of the Swiss Code of Obligations, nor is it a listing prospectus as defined in the listing rules of the SIX Swiss Exchange or a prospectus under any other applicable laws. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction. This communication is not for distribution in the United States, Canada, Australia or Japan and it does not constitute an offer or invitation to subscribe for or to purchase any securities in such countries or in any other jurisdiction. In particular, this document and the information contained herein is not for publication or distribution into the United States of America and should not be distributed or otherwise transmitted into the United States or to U.S. persons (as defined in the U.S. Securities Act of 1933, as amended (the "Securities Act")) or publications with a general circulation in the United States. The securities referred to herein have not been and will not be registered under the Securities Act, or the laws of any state and may not be offered or sold in the United States of America absent registration or an exemption from registration under Securities Act. There will be no public offering of the securities in the United States of America. The information contained herein does not constitute an offer of securities to the public in the United Kingdom. No prospectus offering securities to the public will be published in the United Kingdom. This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. This communication does not constitute an "offer of securities to the public" within the meaning of Directive 2003/71/EC of the European Union (the "Prospectus Directive") of the securities referred to in it (the "Securities") in any member state of the European Economic Area (the "EEA"). Any offers of the Securities to persons in the EEA will be made pursuant to an exemption under the Prospectus Directive, as implemented in member states of the EEA, from the requirement to produce a prospectus for offers of the Securities. 07.05.2014 News transmitted by EQS Schweiz AG. The issuer is responsible for the contents of the release. EquityStory publishes regulatory releases, media releases on the capital market and press releases. The EquityStory Group distributes authentic and real-time financial news for over 1'300 listed companies. The Swiss news archive can be found at www.equitystory.ch/news
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