Schoenherr has advised publicly traded, global sugar, starch and fruit processor Agrana Beteiligungsverwaltungs-Aktiengesellschaft 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 Sudzucker AG, one of Agrana's core shareholders. Joint global coordinators Berenberg, BNP Paribas, Erste Group, and Raiffeisen Bank International were advised by Clifford Chance Deutschland and Weber & Co. Rechtsanwalte, while Sudzucker was represented by Wolf Theiss.
The deal, which was announced on January 31, 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 Sudzucker AG and Z&S Zucker and Starke Holding AG have waived their subscription rights, and 500,000 existing Agrana shares directly held by Sudzucker 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.
Following completion of the offering, free float increased from nearly 7.3% to approximately 18.9%. Agrana intends to use the net proceeds from the offering to finance further growth, including through acquisitions.
According to Schoenherr, "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 192 million.
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 2.5 billion in 2016/15 and is listed in the prime market segment of the Vienna Stock Exchange.
Schoenherr reports that it 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," commented Schoenherr Capital Markets Partner Ursula Rath, who led the firm's team on the deal. "We are honored that Agrana selected Schoenherr to serve as its legal advisor for this important transaction.” Rath was joined on the core team by Counsel Stefan Paulmayer and Partner Peter Feyl. They were supported by Partner Thomas Kulnigg and Associates Martina Hiebl and Sascha Smets.
The core Weber Rechtsanwalte team acting as banks' counsel as to Austrian law consisted of Partners Stefan Weber and Christoph Moser and Associate Simmon Fleissner.
The Frankfurt-based Clifford Chance team consisted of George Hacket, Counsel Barbore Moring, and Associate Philippa Winter.
The Wolf Theiss team advising Sudzucker was led by Partner Markus Heidinger and included Managing Partner Richard Wolf and Senior Associate Matthias Schimka.