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Zurich, 13 November 2024
PRESS RELEASE
Ad hoc announcement pursuant to Art. 53 Listing Rules:
GAM Holding AG announces rights take-up and number of shares sold in its rights offering
GAM Holding AG ("GAM") announces that in its rights offering and placement of 904,464,247 newly issued registered shares (the "Offered Shares") (the "Offering"), 42% of the subscription rights have been validly exercised by the end of the subscription period on 13 November 2024, at 12:00 CET. This includes the full pro rata allocation of the newly issued Offered Shares to Rock Investment SAS ("Rock"), a group company of GAM's anchor shareholder NJJ Holding SAS, due to its indirect participation in GAM through its majority controlled subsidiary Newgame SA.
As previously announced, Rock has agreed to provide a backstop commitment for the Offering in an amount of up to CHF 100 million (the "Rock Commitment"). Therefore, the remaining 520,890,592 Offered Shares (excluding the full pro rata allocation of Offered Shares to Rock) for which the subscription rights were not validly exercised during the subscription period were allocated to and purchased by Rock in accordance with the Rock Commitment. As a result, Rock’s direct and indirect shareholding rises to 774,332,093 shares representing 73% of GAM’s issued share capital after settlement of the rights issue.
The first trading day of the Offered Shares is expected to be 15 November 2024.
Delivery of the Offered Shares against payment of the Offer Price is scheduled for 15 November 2024. The Offered Shares will carry full voting rights, be eligible for dividends and other distributions, if any, for the first time for the financial year ending December 31, 2024, and rank pari passu in all respects with the existing registered shares.
With the completion of the capital increase, GAM will receive expected net proceeds of approximately CHF 98.2 million. These proceeds will be used to repay amounts outstanding under the loan facility granted by Rock and any residual amount will be used for general corporate purposes.
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For further information please contact:
Investor Relations Magdalena Czyzowska T +44 (0) 207 917 2508
GAM Media Relations Colin Bennett T +44 (0) 20 73 938 544
GAM is an independent investment manager that is listed in Switzerland. It is an active, independent global asset manager that delivers distinctive and differentiated investment solutions for its clients across its Investment and Wealth Management Businesses. Its purpose is to protect and enhance its clients’ financial future. It attracts and empowers the brightest minds to provide investment leadership, innovation and a positive impact on society and the environment. Total assets under management were CHF 19.0 billion as of 30 June 2024. GAM has global distribution with offices in 14 countries and is geographically diverse with clients in almost every continent. Headquartered in Zurich, GAM Investments was founded in 1983 and its registered office is at Hardstrasse 201 Zurich, 8037 Switzerland. For more information about GAM Investments, please visit https://www.gam.com/en/.
Other Important Information
This release contains or may contain statements that constitute forward-looking statements. Words such as “anticipate”, “believe”, “expect”, "estimate", "aim", “project”, “forecast”, "risk", “likely”, “intend”, “outlook”, “should”, “could”, "would", “may”, “might”, "will", "continue", "plan", "probability", "indicative", "seek", “target”, “plan” and other similar expressions are intended to or may identify forward-looking statements.
Any such statements in this release speak only as of the date hereof and are based on assumptions and contingencies subject to change without notice, as are statements about market and industry trends, projections, guidance, and estimates. Any forward-looking statements in this release are not indications, guarantees, assurances or predictions of future performance and involve known and unknown risks, uncertainties and other factors, many of which are beyond the control of the person making such statements, its affiliates and its and their directors, officers, employees, agents and advisors and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct and may cause actual results to differ materially from those expressed or implied in any such statements. You are strongly cautioned not to place undue reliance on forward-looking statements and no person accepts or assumes any liability in connection therewith.
This release is not a financial product or investment advice, a recommendation to acquire, exchange or dispose of securities or accounting, legal or tax advice. It has been prepared without taking into account the objectives, legal, financial or tax situation and needs of individuals. Before making an investment decision, individuals should consider the appropriateness of the information having regard to their own objectives, legal, financial and tax situation and needs and seek legal, tax and other advice as appropriate for their individual needs and jurisdiction.
Disclaimer
This document is not an offer to sell or a solicitation of offers to purchase or subscribe for shares. This document is not a prospectus within the meaning of the Swiss Financial Services Act and not a prospectus under any other applicable laws. Copies of this document may not be sent to, 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. The offer and listing of new securities was made solely by means of, and on the basis of, the prospectus published by GAM Holding AG for such purpose. Copies of such prospectus (and any supplements thereto) are available free of charge from at GAM Holding AG, Investor Relations, Hardstrasse 201, 8005 Zürich, Switzerland (email: investorrelations@gam.com).
This document is not for publication or distribution in the United States of America (including its territories and possessions, any State of the United States and the District of Columbia), Canada, Japan or Australia or any other jurisdiction into which the same would be unlawful. This document does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction into which the same would be unlawful. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States of America or to publications with a general circulation in the United States of America. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the laws of any state and may not be offered or sold in the United States of America absent registration under or an exemption from registration under the 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. In the United Kingdom this document is only directed at persons who (i) are qualified investors and who are also (ii) investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "FSMA Order"); (iii) persons falling within Articles 49(2)(a) to (d), "high net worth companies, unincorporated associations, etc." of the FSMA Order and (iv) persons to whom an invitation or inducement to engage in investment activity within the meaning of Section 21 of the Financial Services and Markets Act 2000 may otherwise be lawfully communicated or caused to be communicated (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.
In any member state of the European Economic Area (each a "Relevant State") this document is only addressed to qualified investors in that Relevant State within the meaning of the Prospectus Regulation.
