Valora announces the terms of the planned capital increase and rights offering

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Press release

Valora announces the terms of the planned capital increase and rights offering

Valora today publishes the terms of the capital increase and rights offering for the refinancing of the acquisition of BackWerk, the financing of the expansion of production capacities, the refinancing of existing capital market instruments and for general corporate purposes. The envisaged net proceeds from the rights offering amount to approximately CHF 160 million.

The Board of Directors proposes to the Extraordinary General Meeting to be held today to increase the share capital of Valora by way of a rights offering by up to CHF 687,119.00 through the issuance of up to 687,119 new registered shares with a par value of CHF 1.00 each.

Existing shareholders will receive one subscription right for every registered share they hold on 10 November 2017 (after market close) to subscribe for the new shares to be issued in the capital increase. Following the favourable reception of the announced acquisition and financing plan, the decision has been taken to execute the capital increase as an "at market" rights offering. The new shares will be offered to existing shareholders at a ratio of 1 new share for each 5 existing shares held, subject to certain restrictions based on residency. The subscription rights will neither be listed nor traded and will lapse unless exercised during the rights exercise period.

Subject to the Extraordinary General Meeting approving the proposal by the Board of Directors for the ordinary capital increase, the rights exercise period is expected to start on 13 November 2017 and to end on 20 November 2017, 12:00 noon CET. The offering and listing prospectus will be published on or around 10 November 2017.

Shares not taken up by existing shareholders may be offered to investors by way of a public offering in Switzerland and private placements in certain jurisdictions outside Switzerland in compliance with applicable securities laws.

The final number of new shares to be issued will be fixed after the end of the rights exercise period and is expected to be announced on 20 November 2017, after close of trading on SIX Swiss Exchange. The number of new shares will be determined on the basis of exercised subscription rights, investor demand during the bookbuilding period, the market price of the existing shares of Valora and general market conditions.

The offer price for the new shares will be determined following a bookbuilding process for the shares not taken up by existing shareholders. The bookbuilding is expected to start on 13 November 2017 and is expected to end on 21 November 2017, 15:00 CET (subject to a shortening of the bookbuilding period). The offer price is expected to be announced on 21 November 2017, after close of trading on SIX Swiss Exchange. It is currently expected that the listing and first day of trading of the new shares on SIX Swiss Exchange will be on 22 November 2017 and settlement and delivery of the new shares against payment of the offer price is expected to occur on 23 November 2017.

The rights offering has been secured by a banking syndicate, subject to customary conditions.

Furthermore, Valora, Mr. Ditsch, the members of the Board of Directors, and the members of the Executive Committee have agreed to a lock-up period of 6 months.

Expected timetable of the capital increase and rights offering

8 November 2017	09:30 CET: Extraordinary General Meeting of Valora Holding AG in Basel
10 November 2017	Publication of offering and listing prospectus After close of trading on SIX Swiss Exchange: Cut-off date for determination of existing shareholders for the entitlement of subscription rights
13 November 2017	Start of rights exercise period and bookbuilding period
20 November 2017	12:00 noon CET: End of rights exercise period After market close: Announcement of number of shares taken up in the rights offering and final number of new shares to be issued
21 November 2017	15:00 CET: End of bookbuilding period Announcement of offer price
22 November 2017	First day of trading of the new shares
23 November 2017	Settlement and delivery of the new shares against payment of the offer price

If you have any questions, please do not hesitate to contact:

Investor Relations Annette Martin Tel. [phone] [e-mail]

Media Relations Christina Wahlstrand Tel. [phone] [e-mail]

About Valora

Valora runs a retail network of approx. 2 800 convenience and food-service outlets at heavily frequented sites in Switzerland, Germany, Austria, Luxembourg, the Netherlands and France. Every day more than one million customers visit these small and well-positioned sales outlets and make use of our well-known brands. Among others, the Group owns brands such as k kiosk, Brezelkönig, BackWerk, Ditsch, Press & Books, avec, Caffè Spettacolo and ok.-. Valora is also a world leader in pretzel production and operates a highly integrated bakery-products value chain. Around 15 000 people work within Valora's network. The Group generates external sales in excess of CHF 2.7 billion per year. It is headquartered in Muttenz, Switzerland. The registered shares of Valora Holding AG (VALN) are traded on the SIX Swiss Exchange.

More information is available at www.valora.com.

Disclaimer

This document does neither constitute an offer to buy or to subscribe for securities of Valora Holding AG nor a prospectus within the meaning of applicable Swiss law (i.e. Art. 652a or Art. 1156 of the Swiss Code of Obligations or Art. 27 et seq. of the SIX Swiss Exchange Listing Rules). Investors should make their decision to buy or exercise subscription rights or to buy or to subscribe to shares of Valora Holding AG solely based on the official offering circular (the "Offering Circular") which is expected to be published as of 10 November 2017 by Valora Holding AG and will be available free of charge at Credit Suisse AG, Zurich, Switzerland (e-mail: [e-mail]) and at Valora Holding AG, Muttenz, Switzerland (phone: [phone], e-mail: [e-mail]). Investors are furthermore advised to consult their bank or financial adviser before making any investment decision.

This publication may contain specific forward-looking statements, e.g. statements including terms like "believe", assume", "expect", "forecast", "project", "may", "could", "might", "will" or similar expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results, financial situation, development or performance of the company and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties, readers should not rely on forward-looking statements. Valora Holding AG assumes no responsibility to update forward-looking statements or to adapt them to future events or developments.

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.

This announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and dependencies, any state of the United States and the District of Columbia), Canada, Japan, Australia or any jurisdiction into which the same would be unlawful. This announcement does not constitute or form a part of any offer or solicitation to purchase, subscribe for or otherwise acquire securities in the United States, Canada, Japan, Australia or any jurisdiction in which such an offer or solicitation is unlawful. Valora Holding AG shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. Subject to certain exceptions, the Valora Holding AG shares are being offered and sold only outside the United States in accordance with Regulation S under the Securities Act. There will be no public offer of these securities in the United States.

The Valora Holding AG shares have not been approved or disapproved by the US Securities and Exchange Commission, any state's securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Valora Holding AG shares or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

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.

This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within article 49(2)(a) to (d) of the Order (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.

Any offer of securities to the public that may be deemed to be made pursuant to this communication in any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive") is only addressed to qualified investors in that Member State within the meaning of the Prospectus Directive.

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