Amatheon Agri Holding N.V.: Amatheon Agri completes capital increase of EUR 10 million

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES OF SECURITIES WOULD BE PROHIBITED BY APPLICABLE LAW.

Amatheon Agri completes capital increase of EUR 10 million  

Amatheon Agri Holding N.V. (the "Company" or "Amatheon"), the Euronext listed agribusiness and farming group, announces that it has successfully raised EUR 10 million in equity through the issue of new shares (the "Transaction"). This increases the Company's share capital by 24 per cent.

At an extraordinary general meeting of shareholders of the Company held on 27 December 2012 the general meeting of the Company resolved to transfer the authority to the Management Board to, subject to approval of the Supervisory Board of the Company, (i) issue new shares in the capital of the Company (the New Shares and each a New Share) up to 30% of the entire issued share capital of the Company on a fully diluted basis (the Share Issue); and (ii) exclude or limit pre-emptive rights of the Company's existing shareholders in connection to the Share Issue and which authorities were granted for a period of five years until 31 December 2017 (the "Authorisation").

Pursuant to the Authorisation, the Management Board, with the approval of the Supervisory Board, issued 20,562,769 New Shares to Sapinda Holding B.V..

The subscription price per New Share was determined in tranches, being 77 eurocents for 3,896,103 New Shares calculated as equal to the average closing price of the current issued shares in the capital of the Company quoted on the Marché Libre of Euronext in Paris between 1 and 30 May 2017. The subscription price for the second tranche of 16,666,666 New Shares was determined as equal to the average closing price on the Marché Libre between 26 May and 4 December 2017, being 42 eurocents.

The equity increase is an important stabilising step for the Company after the successful restructuring of its EUR 125 million bond (ISIN DE000A1ZML05) in April 2017. The Transaction paves the way for future capital raising and expansion of the business from 2018.

In line with Amatheon's business strategy, the proceeds of the Transaction will be used to fund the expansion of its current operations in Zambia, Zimbabwe and Uganda. The immediate focus will remain on building replicable agro and food value clusters in each of these countries.

The Management Board Berlin, Germany, 19 December 2017

For further information please see the Group's website www.amatheon-agri.com. All communications to the Group or the Management Board in connection with the foregoing must be addressed as follows:

Amatheon Agri Holding N.V. Friedrichstrasse 95, 10117 Berlin, Germany Tel: +49 30 53 000 90 00 Fax: +49 30 53 000 90 20 email: r.french@amatheon-agri.com

This press release is an advertisement and not a prospectus and not an offer of securities for sale in any jurisdiction, including in or into the United States of America, Australia, Canada or Japan or any jurisdiction in which offers or sales of the securities would be prohibited by applicable law. Neither this press release nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. No prospectus will be prepared in connection with the offering of the securities referred to herein. The securities referred to herein may not be offered to the public in any jurisdiction in circumstances which would require the issuer and its advisors or any of their respective affiliates, or any person acting on behalf of thereof, to prepare and register any prospectus or offering document relating to the securities referred to herein in such jurisdiction.

The securities referred to herein may not be offered or sold in the United States of America (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act")) absent registration under the Securities Act or another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. The offer and sale of the 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 or Japan. There will be no public offer of the securities in the United States of America, Australia, Canada or Japan.

This press release does not constitute a recommendation concerning any offering of securities. Acquiring investments to which this press release relates may expose an investor to a significant risk of losing the entire amount invested. The value of securities can decrease as well as increase. Past performance is not a guide to future performance. Potential investors should consult a professional adviser as to the suitability of any offering for the individual concerned. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this press release or on its completeness, accuracy or fairness. The information in this press release is subject to change.

This press release 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. Any forward-looking statements reflect the Group'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. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements. Forward-looking statements speak only as of the date they are made. Each of the Group and its advisors and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this press release whether as a result of new information, future developments or otherwise.

The Group's advisors are acting exclusively for the Group and no-one else in connection with the offering of the securities referred to herein. They will not regard any other person as their respective clients in relation to such offering and will not be responsible to anyone other than the Group for providing the protections afforded to their respective clients, or for providing advice in relation to such securities, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

None of the Group's advisors 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 Group, 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.

The offer referred to herein when made in member states of the European Economic Area ("EEA") which have implemented the Prospectus Directive (each, a "relevant member state"), is only addressed to and directed at persons who are "qualified investors" as defined in the Prospectus Directive ("Qualified Investors"). For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a relevant member state), and includes any relevant implementing measure in the relevant member state and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

In the United Kingdom, this announcement is directed only 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 (all such persons together being referred to as "relevant persons"). This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons, and (ii) in any member state of the European Economic Area other than the United Kingdom, by persons who are not Qualified Investors.

In connection with the offering of the securities referred to herein, the Group's advisors and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase securities of the Group and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such securities and any other securities of the Group or any related investments and may offer or sell such securities or other investments otherwise than in connection with the offering of the securities referred to herein. The Group's advisors 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.

This press release is an advertisement and not a prospectus. Investors should not purchase or subscribe for any securities referred to in this press release

In connection with the issue of the securities the Stabilising Manager or any person acting on behalf of the Stabilising Manager may over-allot the securities or effect transactions with a view to supporting the market price of the securities at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager (or any persons acting on behalf of the Stabilising Manager) will undertake stabilisation action. Any stabilisation action, if begun, may be ended at any time, and must be brought to an end after a limited period.