(Grandvision N.V., a Public Company with Limited Liability (Naamloze
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(GrandVision N.V., a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands, with its corporate seat in Haarlemmermeer, the Netherlands) Initial Public Offering of up to 51,000,000 ordinary shares HAL Optical Investments B.V. (the ‘‘Selling Shareholder’’) is offering up to 51,000,000 ordinary shares in the share capital of the Company (as defined below) with a nominal value of A0.02 each (the ‘‘Offer Shares’’, which include, unless the context indicates otherwise, the Over-Allotment Shares (as defined below)). Assuming no exercise of the Over-Allotment Option (as defined below), the Offer Shares will constitute not more than 20.04% of the issued ordinary shares in the share capital of the Company with a nominal value of A0.02 each (the ‘‘Shares’’). Assuming the Over-Allotment Option is fully exercised, the Offer Shares will constitute not more than 23.05% of the Shares. See ‘‘The Offering’’. The offering of the Offer Shares (the ‘‘Offering’’) consists of (i) a public offering in the Netherlands to institutional and retail investors and (ii) a private placement to certain institutional investors in various other jurisdictions. The Offer Shares are being offered: (i) within the United States of America (the ‘‘US’’), to persons reasonably believed to be ‘‘qualified institutional buyers’’ (‘‘QIBs’’) as defined in, and in reliance on, Rule 144A under the US Securities Act of 1933, as amended (the ‘‘US Securities Act’’) (‘‘Rule 144A’’), and (ii) outside the US in ‘‘offshore transactions’’ as defined in, and in compliance with, Regulation S under the US Securities Act (‘‘Regulation S’’). In the Offering, the Company will purchase 2,500,000 Offer Shares from the Selling Shareholder at the Offer Price. The allocation of these Offer Shares to the Company is guaranteed. See ‘‘The Offering’’. Prior to the Offering, there has been no public market for the Shares. Application has been made to list and admit all of the Shares to trading under the symbol ‘‘GVNV’’ on Euronext in Amsterdam, a regulated market of Euronext Amsterdam N.V. (‘‘Euronext Amsterdam’’). Subject to acceleration or extension of the timetable for the Offering, trading on an ‘‘as-if-and-when-delivered’’ basis in the Shares on Euronext Amsterdam is expected to commence on or about 6 February 2015 (the ‘‘First Trading Date’’). The price of the Offer Shares (the ‘‘Offer Price’’) is expected to be in the range of A17.50 to A21.50 (inclusive) per Offer Share (the ‘‘Offer Price Range’’) The Offering will take place from 9:00 Central European Time (‘‘CET’’) on 26 January 2015 until 14:00 CET on 5 February 2015 (the ‘‘Offering Period’’), subject to acceleration or extension of the timetable for the Offering and subject as set out below for the Preferential Retail Allocation (as defined below). The Offer Price Range is indicative. The Offer Price and the exact number of Offer Shares offered in the Offering will be determined by the Selling Shareholder, after consultation with the Company and the Joint Global Coordinators (as defined below), after the end of the Offering Period on the basis of the bookbuilding process and taking into account economic and market conditions, a qualitative and quantitative assessment of demand for the Offer Shares and other factors deemed appropriate. The Offer Price and the exact numbers of Offer Shares to be sold will be stated in a pricing statement (the ‘‘Pricing Statement’’) which will be published through a press release and filed with the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financie¨le Markten, the ‘‘AFM’’). The Selling Shareholder, after consultation with the Company and the Joint Global Coordinators, reserves the right to change the Offer Price Range and/or to increase the maximum number of Offer Shares before the end of the Offering Period. Any such change will be announced in a press release prior to the end of the Offering Period. There will be a preferential allocation of Offer Shares to eligible retail investors in the Netherlands (the ‘‘Preferential Retail Allocation’’). Each eligible retail investor in the Netherlands (each a ‘‘Dutch Retail Investor’’) will be allocated the first 250 (or fewer) Offer Shares for which such investor applies, provided that if the total number of Offer Shares subscribed for by Dutch Retail Investors under the Preferential Retail Allocation would exceed 10% of the total number of Offer Shares, assuming no exercise of the Over-Allotment Option, the preferential allocation to each Dutch Retail Investor may take place pro rata to the first 250 (or fewer) Offer Shares for which such investor applies. As a result, Dutch Retail Investors may not be allocated all of the first 250 (or fewer) Offer Shares that they apply for. The exact number of Offer Shares allocated to Dutch Retail Investors will be determined after the Offer Period has ended. To be eligible for the Preferential Retail Allocation, Dutch Retail Investors must place their subscriptions during the period commencing on 26 January 2015 at 9:00 CET and ending on 4 February 2015 at 17:30 CET through financial intermediaries. Subject to acceleration or extension of the timetable for the Offering, payment (in euro) for, and delivery of, the Offer Shares (‘‘Settlement’’) is expected to take place on or about 10 February 2015 (the ‘‘Settlement Date’’). If Settlement does not take place on the Settlement Date as planned or at all, the Offering may be withdrawn, in which case all subscriptions for Offer Shares will be disregarded, any allotments made will be deemed not to have been made and any subscription payments made will be returned without interest or other compensation. Any transactions in Offer Shares prior to Settlement are at the sole risk of the parties concerned. The Company, the Selling Shareholder, ABN AMRO (as defined below) as listing and paying agent (the ‘‘Listing and Paying Agent’’), the Underwriters (as defined below) and Euronext Amsterdam N.V. do not accept responsibility or liability towards any person as a result of the withdrawal of the Offering or the (related) annulment of any transactions in Offer Shares. INVESTING IN THE OFFER SHARES INVOLVES RISKS. SEE ‘‘RISK FACTORS’’ BEGINNING ON PAGE 44 OF THIS PROSPECTUS FOR A DESCRIPTION OF CERTAIN RISKS THAT SHOULD BE CAREFULLY CONSIDERED BEFORE INVESTING IN THE OFFER SHARES. GrandVision N.V. (at the date of this prospectus (the ‘‘Prospectus’’) still a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) named GrandVision B.V.) (the ‘‘Company’’) will be converted into a public company with limited liability (naamloze vennootschap) immediately after determination of the Offer Price. ABN AMRO Bank N.V. (‘‘ABN AMRO’’) and J.P. Morgan Securities plc (‘‘J.P. Morgan’’) are acting as joint global coordinators (in such and any other capacity, the ‘‘Joint Global Coordinators’’ and, together with Barclays Bank PLC, BNP Paribas and HSBC Bank plc, as joint bookrunners for the Offering the ‘‘Joint Bookrunners’’). ING Bank N.V., acting through its corporate finance division (‘‘ING’’), and Coo¨peratieve Centrale Raiffeisen-Boerenleenbank B.A. are acting as joint lead managers (the ‘‘Joint Lead Managers’’) for the Offering. Cre´dit Agricole Corporate and Investment Bank and Kempen & Co N.V. are acting as co-lead managers (the ‘‘Co-Lead Managers’’ and, together with the Joint Lead Managers, the Joint Global Coordinators and the Joint Bookrunners, the ‘‘Underwriters’’) for the Offering. The Offer Shares will be delivered in book-entry form through the facilities of Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V. (‘‘Euroclear Nederland’’). The Selling Shareholder expects to grant the Joint Global Coordinators, on behalf of the Underwriters, an option (the ‘‘Over-Allotment Option’’), exercisable within 30 calendar days after the First Trading Date, pursuant to which J.P. Morgan, as the stabilization manager (the ‘‘Stabilization Manager’’), may require the Selling Shareholder to sell at the Offer Price up to 15% of the total number of Offer Shares sold in the Offering (the ‘‘Over-Allotment Shares’’), to cover over-allotments or short positions, if any, in connection with the Offering. The Offering is only made in those jurisdictions in which, and only to those persons to whom, the Offering may be lawfully made. The Company is not taking any action to permit a public offering of the Offer Shares in any jurisdiction outside the Netherlands. The Offer Shares have not been and will not be registered under the US Securities Act and, subject to certain exceptions, may not be offered or sold withinthe US. The Offer Shares are being offered and sold outside the US in reliance on Regulation S and within the US to persons reasonably believed to be QIBs in reliance on Rule 144A. Prospective purchasers are hereby notified that the Selling Shareholder may be relying on the exemption from the requirement of Section 5 of the US Securities Act provided by Rule 144A. Each purchaser of Offer Shares, in making a purchase, will be deemed to have made certain acknowledgments, representations and agreements as set out in ‘‘Selling and Transfer Restrictions’’. Prospective investors in the Offer Shares should carefully read ‘‘Selling and Transfer Restrictions’’. This Prospectus constitutes a prospectus for the purposes of Article 3 of Directive 2003/71/EC of the European Parliament and of the Council, and amendments thereto (including those resulting from Directive 2010/73/EU) (the ‘‘Prospectus Directive’’) and has been prepared in accordance with Section 5:9 of the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht;the‘‘FMSA’’) and the rules promulgated thereunder. This Prospectus has been approved by and filed with the AFM. Joint Global Coordinators and Joint Bookrunners ABN AMRO J.P. Morgan Joint Bookrunners Barclays BNP Paribas HSBC Joint Lead Managers ING Rabobank Co-Lead Managers Cre´dit Agricole CIB Kempen & Co This Prospectus is dated 26 January 2015 GrandVision operates a portfolio of 33 leading optical retail banners with over 5,600 stores in 43 countries throughout Europe, Latin America, the Middle East and Asia.