News releaseSeptember 18, 2018
Placement of Sulzer treasury shares
The shares will be offered to investors in Switzerland and to institutional investors outside of Switzerland in reliance on Regulation S under the U.S. Securities Act of 1933, as amended (the Securities Act), and in the United States only to qualified institutional buyers according to Rule 144A under the Securities Act. The price of the placed shares will be determined in an accelerated bookbuilding procedure.
UBS and Credit Suisse are acting as Joint Bookrunners on this accelerated bookbuilding placement.
This announcement is neither an advertisement nor a prospectus or an offer of, or a solicitation of an offer to purchase, securities to U.S. persons or in any jurisdiction, including in or into the United States, Canada, Japan or Australia, where such offer or solicitation is unlawful. This announcement is not an offer to sell, or a solicitation of an offer to purchase, any securities of Sulzer AG, nor shall it or any part of it form the basis of, or be relied on in connection with, any contract or investment decision.
The distribution of this announcement may be restricted by law in certain jurisdictions, and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Copies of this announcement may not be sent to countries or distributed or sent from countries, in which this is barred or prohibited by law. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The securities to which this announcement relates have not been and will not be registered under the United States 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 absent registration or an exemption from registration under the Securities Act. There will not be a public offering of securities in the United States.
This announcement is not an issue prospectus within the meaning of article 652a of the Swiss Code of Obligations, nor is it a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange or any other regulated trading venue in Switzerland or a prospectus under any other applicable laws.
This communication does not constitute an "offer of securities to the public" within the meaning of Directive 2003/71/EC of the European Union (the Prospectus Directive) of the securities referred to herein in any member state of the European Economic Area (the EEA). Any offers of the securities referred to in this announcement to persons in the EEA will be made pursuant to an exemption under the Prospectus Directive, as implemented in member states of the EEA, from the requirement to produce a prospectus for offers of the Securities.
In the United Kingdom, this announcement is directed exclusively 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, and any investment activity to which it relates will only be engaged in with such persons, and it should not be relied on by anyone other than such persons.