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ALRO S.A. - ALR

Amendment to the Prospectus dated 26 June 2018

Release Date: 7/12/2018 6:35:20 PM

IRIS Code: 832DF

Nr. 50/12.07.2018

 

To:          The Financial Supervisory Authority

                Bucharest Stock Exchange

 

 

       Date of report: 12.07.2018

       Name of issuer: Alro S.A.

       Headquarters: Slatina, 116 Pitesti Street, Olt County

       Telephone/ fax number: +40 249 431 901 / +40 249 437 500

       Sole registration number at the Trade Register Office: RO 1515374

       Trade Register Number: J28/8/1991

       The European Unique Identifier (EUID): ROONRCJ28/8/1991

       Legal Entity Identifier (LEI): 5493008G6W6SORM2JG98

       Subscribed and paid-in share capital: 356,889,567.5 RON

Regulated market on which the issued shares are traded: Bucharest Stock Exchange-Premium Tier Category (market symbol: ALR)

 

Ref: Current Report in compliance with the FSA Regulation No. nr. 5/2018 on issuers and securities operations

 

Significant event to be reported:

 

Approval by the Financial Supervisory Authority and availability of the Amendment to the Prospectus for the secondary public offering by Vimetco N.V. and Conef S.A. of shares owned in Alro S.A. 

 

FOR THE PURPOSES OF THE ROMANIAN SECURITIES LEGISLATION, THIS ANNOUNCEMENT DOES NOT REPRESENT AN OFFER ANNOUNCEMENT, ADVERTISEMENT OR PROSPECTUS. INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION IN THE PROSPECTUS AND AMENDMENT PUBLISHED BY ALRO SA.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR WITHIN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

The Financial Supervisory Authority approved on July 12, 2018 the Amendment to the Prospectus for the secondary public offering by Vimetco N.V. and Conef S.A. of shares owned in Alro S.A. approved on June 26, 2018, through which the following main changes were brought to the Prospectus:

 

-          The offer period is extended by 3 working days until July 19, 2018;

-          The subscription price will be settled within the price range of RON 3.5 and RON 4 per Offer Share. The retail investors will subscribe at the upper limit of the price range, namely RON 4 per Offer Share;

-          Retail investors will benefit from 7% discount to the offer price for the subscriptions during the whole offering period, namely 02.07.2018 – 19.07.2018.

 

The Amendment to the Prospectus  is available on Alro S.A. website www.alro.ro -> Investor Relations -> Public Offer 2018, the Bucharest Stock Exchange website www.bvb.ro and in Romania on the websites of Banca Comerciala Romana (www.bcr.ro), BRD - Groupe Societe Generale (www.brd.ro) and BT Capital Partners (www.btcapitalpartners.ro).

Printed copies of the Amendment to the Prospectus may be provided upon request during normal business hours, between 9:00-18:00, at the headquarters of Alro S.A. located at Splaiul Unirii nr. 64, Sector 4, Bucuresti, Romania

 

Appendix: FSA Decision no. 858/12.07.2018

 

THESE MATERIALS ARE NOT FOR PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES. THESE MATERIALS ARE NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH OFFER OR SALE WOULD BE UNLAWFUL. THE SECURITIES TO WHICH THESE MATERIALS RELATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT. THERE WILL BE NO PUBLIC OFFERING OF THE SECURITIES IN THE UNITED STATES.

THIS ANNOUNCEMENT DOES NOT REPRESENT AN OFFER ANNOUNCEMENT, ADVERTISEMENT OR PROSPECTUS FOR THE PURPOSE OF THE ROMANIAN SECURITIES LEGISLATION AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL, OR ANY SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE FOR ANY OFFER SHARES OR ANY OTHER SECURITIES NOR SHALL IT. THE OFFER AND THE DISTRIBUTION OF THIS ANNOUNCEMENT AND OTHER INFORMATION IN CONNECTION WITH THE OFFER IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW AND PERSONS INTO WHOSE POSSESSION ANY DOCUMENT OR OTHER INFORMATION REFERRED TO HEREIN COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, ANY SUCH RESTRICTIONS. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

IN THE UNITED KINGDOM, THIS COMMUNICATION IS BEING DISTRIBUTED TO AND IS ONLY DIRECTED AT (I) PERSONS WHO ARE OUTSIDE THE UNITED KINGDOM OR (II) 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 FALLING WITHIN ARTICLE 49(2)(a) TO (d) OF THE ORDER, AND OTHER PERSONS TO WHOM IT MAY LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). ANY INVITATION, OFFER OR AGREEMENT TO SUBSCRIBE, PURCHASE OR OTHERWISE ACQUIRE SECURITIES WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS COMMUNICATION MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.

THE COMPANY HAS NOT AUTHORIZED ANY OFFER TO THE PUBLIC OF SECURITIES IN ANY MEMBER STATE OF EUROPEAN ECONOMIC AREA OTHER THAN ROMANIA. WITH RESPECT TO EACH MEMBER STATE OF THE EUROPEAN ECONOMIC AREA OTHER THAN ROMANIA AND WHICH HAS IMPLEMENTED THE PROSPECTUS DIRECTIVE (EACH, A "RELEVANT MEMBER STATE"), NO ACTION HAS BEEN UNDERTAKEN OR WILL BE UNDERTAKEN TO MAKE AN OFFER TO THE PUBLIC OF SECURITIES REQUIRING A PUBLICATION OF A PROSPECTUS IN ANY RELEVANT MEMBER STATE. AS A RESULT, THE SECURITIES MAY ONLY BE OFFERED IN RELEVANT MEMBER STATES (A) TO LEGAL ENTITIES WHICH ARE AUTHORIZED OR REGULATED TO OPERATE IN THE FINANCIAL MARKETS OR, IF NOT SO AUTHORIZED OR REGULATED, WHOSE CORPORATE PURPOSE IS SOLELY TO INVEST IN SECURITIES; (B) TO ANY LEGAL ENTITY MEETING TWO OR MORE OF THE FOLLOWING CRITERIA: (1) AN AVERAGE OF AT LEAST 250 EMPLOYEES DURING THE LAST FINANCIAL YEAR; (2) A TOTAL BALANCE SHEET OF MORE THAN EUR 43 MILLION AND (3) AN ANNUAL NET TURNOVER OF MORE THAN EUR 50 MILLION, AS SHOWN IN ITS LAST ANNUAL OR CONSOLIDATED ACCOUNTS; OR (C) IN ANY OTHER CIRCUMSTANCES, NOT REQUIRING THE COMPANY TO PUBLISH AN AMENDMENT TO THE PROSPECTUS AS PROVIDE UNDER ARTICLE 3(2) OF THE PROSPECTUS DIRECTIVE. FOR THE PURPOSES OF THIS PARAGRAPH, THE EXPRESSION AN “OFFER TO THE PUBLIC OF SECURITIES” IN ANY RELEVANT MEMBER STATE MEANS THE COMMUNICATION IN ANY FORM AND BY ANY MEANS OF SUFFICIENT INFORMATION ON THE TERMS OF THE OFFER AND THE SECURITIES TO BE OFFERED SO AS TO ENABLE AN INVESTOR TO DECIDE TO PURCHASE ANY SECURITIES, AS THE SAME MAY BE VARIED IN THAT MEMBER STATE BY ANY MEASURE IMPLEMENTING THE PROSPECTUS DIRECTIVE IN THAT MEMBER STATE AND THE EXPRESSION “PROSPECTUS DIRECTIVE” MEANS DIRECTIVE 2003/71/EC AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN EACH RELEVANT MEMBER STATE.

THIS ANNOUNCEMENT CONTAINS STATEMENTS THAT ARE NOT HISTORICAL AND ARE, OR MAY BE DEEMED TO BE, “FORWARD-LOOKING STATEMENTS” WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT AND SECTION 21E OF THE EXCHANGE ACT. THESE FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY, INCLUDING WITHOUT LIMITATION THE TERMS “BELIEVES”, “ESTIMATES”, “PLANS”, “PROJECTS”, "FORECASTS", "PREDICTS", “ANTICIPATES”, “EXPECTS”, "SEEKS" “INTENDS”, "CONTINUES", "COMMITS", "UNDERTAKES", “MAY”, “WILL”, "WOULD" OR “SHOULD” OR, IN EACH CASE, THEIR NEGATIVE OR OTHER VARIATIONS OR COMPARABLE TERMINOLOGY. SUCH FORWARD LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER IMPORTANT FACTORS BEYOND THE CONTROL OF THE GROUP OR THAT OF THE SELLING SHAREHOLDERS, THAT COULD CAUSE THE GROUP'S ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. SUCH FORWARD-LOOKING STATEMENTS ARE BASED ON NUMEROUS ASSUMPTIONS REGARDING THE GROUP’S PRESENT AND FUTURE BUSINESS STRATEGIES AND THE ENVIRONMENT IN WHICH THE GROUP WILL OPERATE IN THE FUTURE. FORWARD-LOOKING STATEMENTS INCLUDED HEREIN SPEAK ONLY AS AT THE DATE OF THIS ANNOUNCEMENT AND CANNOT BE RELIED UPON AS A GUIDE TO FUTURE PERFORMANCE.

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 FOR ANY PURPOSE ON THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT OR ITS ACCURACY, COMPLETENESS OR FAIRNESS. THE INFORMATION IN THIS ANNOUNCEMENT IS SUBJECT TO CHANGE. ANY PURCHASE OF SHARES IN THE OFFER BY AN INVESTOR SHOULD BE MADE SOLELY ON THE BASIS OF INFORMATION CONTAINED IN THE COMPANY'S PROSPECTUS TO BE ISSUED BY THE COMPANY IN CONNECTION WITH THE OFFER IN DUE COURSE.

DEUTSCHE BANK AG, LONDON BRANCH AND UBS LIMITED (THE "JOINT GLOBAL COORDINATORS"), BANCA COMERCIALA ROMANA S.A. ("BCR"), BRD - GROUPE SOCIETE GENERALE S.A., BT CAPITAL PARTNERS S.A. AND RAIFFEISEN CENTROBANK AG ("CO-LEAD MANAGERS" AND, TOGETHER WITH THE JOINT GLOBAL COORDINATORS, THE "MANAGERS") ARE ACTING EXCLUSIVELY FOR THE COMPANY AND VIMETCO N.V. AND NO ONE ELSE IN CONNECTION WITH THE OFFER AND WILL NOT REGARD ANY OTHER PERSON AS ITS CLIENT IN RELATION TO THE OFFER AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN THE COMPANY AND VIMETCO N.V. FOR PROVIDING THE PROTECTIONS AFFORDED TO THEIR RESPECTIVE CLIENTS NOR FOR PROVIDING CONSULTANCY IN RELATION TO THE OFFER, THE CONTENTS OF THIS ANNOUNCEMENT OR ANY TRANSACTION, ARRANGEMENT OR OTHER MATTER REFERRED TO HEREIN.

         President of the Board of Directors                                                      CEO

         Marian Daniel Nastase                                                                            Gheorghe Dobra

 

Unofficial translation from Romanian

 

THE FINANCIAL SUPERVISORY AUTHORITY                      

 

DECISION NO. 858/ 12.07.2018

 

Under the provisions of art. 2, paragraph (1), letters a) and d), art. 3, paragraph (1), letter a), art. 6, paragraph (1) and paragraph (3), art. 7, paragraph (2), art. 14 and art. 27 of the Government Emergency Ordinance no. 93/2012 on the establishing, organizing and functioning of the Financial Supervisory Authority, approved as amended and supplemented by Law no. 113/2013, as subsequently amended and supplemented,

                Considering that:

 

In accordance with the provisions of art. 12 of Law no. 24/2017 on the issuers of financial instruments and market operations and of art. 12 of the Regulation no. 5/2018 on the issuers of financial instruments and market operations,

 

                FSA’s Decision no. 779/26.06.2018 which approved the Prospectus for the secondary public offering by Vimetco N.V. and Conef S.A. of shares owned in Alro S.A.

 

Based on the request received from BRD-Groupe Societe Generale, registered at FSA under no. RG/22819/10.07.2018

 

Based on the analysis of the specialized directorate and of the decision adopted in the meeting of July 12, 2018, the Council of the Financial Supervisory Authority has decided to issue the following individual deed,

 

DECISION

 

Art.1 We approve the Amendment to the Prospectus of secondary public offering of shares, held by VIMETCO N.V. and CONEF S.A. in Company ALRO S.A. Slatina approved by FSA’s Decision no. 779/26.06.2018, as attached below.

 

The other Prospectus characteristics remain unchanged.

 

Art. 2 This decision shall be published in the Financial Supervisory Authority’s Bulletin, electronic form.

           

                                                              

                     

PRESIDENT,

 

LEONARDO BADEA

 



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