Austria: Schoenherr advises on first Austrian Equity Capital Markets transaction in 2017
Schoenherr has advised publicly traded, global sugar, starch and fruit processor AGRANA Beteiligungsverwaltungs-Aktiengesellschaft ("AGRANA") as issuer on its successful rights offering of 1,420,204 new shares, combined with a secondary offering of 500,000 existing AGRANA shares held by Südzucker AG, one of AGRANA's core shareholders.
This is the first equity capital market ("ECM") transaction in the Austrian market in 2017, and the first deal of its kind in Austria following the entry into force of the European Market Abuse Regulation. The transaction had an overall deal volume of approximately EUR 192m.
Schoenherr supported AGRANA by providing comprehensive transactional advice on structuring as well as drafting the prospectus and negotiating the transaction documentation with the underwriters and AGRANA's core shareholders.
"With the Austrian market having seen only few equity capital markets transactions in the last two years, AGRANA's rights offering is unquestionably one of the more prominent recent ECM deals. We are honored that AGRANA selected Schoenherr to serve as its legal advisor for this important transaction,” comments Ursula Rath, Schoenherr Capital Markets partner who led the team advising AGRANA.
AGRANA is a globally operating Vienna-based industrial processor of agricultural raw materials with business operations in three segments: sugar, starch and fruit. The company is a global leader for fruit preparations and the leading producer of fruit juice concentrates in Europe. With around 8,500 FTEs based at 53 production facilities around the world, AGRANA maintains a global presence and generated consolidated revenue of almost EUR 2.5bln in 2016/15 and is listed in the prime market segment of the Vienna Stock Exchange.
Advisors: The Schoenherr core team was led by Ursula Rath (partner, capital markets) and further consisted of Stefan Paulmayer (counsel, capital markets) and Peter Feyl (partner, capital markets). The core team was supported by Thomas Kulnigg (partner, corporate/m&a), Martina Hiebl (associate, capital markets) and Sascha Smets (associate, corporate/m&a).
Berenberg, BNP Paribas, Erste Group und Raiffeisen Bank International were acting as joint global coordinators and bookrunners on this transaction. The joint global coordinators and bookrunners were advised by Clifford Chance Deutschland and Weber Rechtsanwälte; Südzucker was represented by Wolf Theiss Rechtsanwälte.
Background of the transaction
The deal, which was announced on 31 January 2017, was structured as a cash capital increase in two tranches from existing authorized capital: in the first tranche, 1,316,720 new AGRANA shares, for which AGRANA's core shareholders Südzucker AG and Z&S Zucker and Stärke Holding AG have waived their subscription rights, and 500,000 existing AGRANA shares, directly held by Südzucker AG, were placed with selected institutional investors in international private placements outside the United States of America in an accelerated book-building.
In the course of the second tranche, AGRANA's free float-shareholders were entitled to exercise their statutory subscription rights and subscribe pro rata for the new shares. New shares which were not taken up in the Rights Offering were subsequently offered for purchase to selected institutional investors in international private placements outside the United States of America.
Following completion of the offering, free float increased from nearly 7.3 % to approx 18.9 %. AGRANA intends to use the net proceeds from the offering to finance further profitable growth, including through acquisitions.