Ibersol SGPS S A : informs on Resolution regarding Capital Increase and Dividend Distribution Policy (download PDF)

DO NOT DISCLOSE, PUBLISH OR DISTRIBUTE, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES OF AMERICA, CANADA, SOUTH AFRICA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR DISCLOSURE WOULD BE ILLEGAL

IBERSOL, SGPS, S.A.

Public Company

Registered Office: Praça do Bom Sucesso, 105/159, 9th floor, Porto

Registered at the Commercial Registry Office of Oporto under the single registration and tax

identification number 501 669 477

Fully subscribed and paid-up share capital: EUR 36,000,000.00

INSIDER INFORMATION

IBERSOL INFORMS ON RESOLUTION REGARDING CAPITAL INCREASE AND

DIVIDEND DISTRIBUTION POLICY

Under the terms and for the purposes of Article 248-A of the Portuguese Securities Code, Ibersol, SGPS, S.A. ("Ibersol" or "Company") informs that its Board of Directors, under the authorization of the General Meeting of Shareholders adopted on 29 June 2020, and pursuant to article 4, no. 2 of Ibersol's Articles of Association, has resolved, having obtained a favorable opinion from the Fiscal Board, to proceed with a share capital increase ("Capital Increase"), under the following main terms and conditions:

1. The Capital Increase will be carried out through a public offering for subscription of
   10.000.000 (ten million) shares at a price of € 4 (four euros) per share, to be subscribed by Ibersol's shareholders and other investors holding subscription rights, which will result in a cash inflow of € 40.000.000 (forty million euros) assuming the Capital Increase will be fully subscribed ("Offer");
2. Therefore, Ibersol's share capital will be increased in the amount of € 10.000.000 (ten million euros), by new cash contributions in that amount and with a premium in the amount of € 30.000.000 (thirty million euros), thus increasing the share capital from €
   36.000.000.00 (thirty-six million euros) to € 46,000,000 (forty-six million euros), represented, after the Capital Increase, by 46,000,000 (forty-six million) ordinary, registered, book-entry shares with a par value of €1 (one euro) each;
3. The subscription price for each share to be issued in the context of the Capital Increase will be, as mentioned, € 4 (four euros) (which includes a premium of € 3 (three euros) per new share);
4. If the subscription is incomplete, the Capital Increase will be limited to the subscriptions collected;
5. The Offer aims at maintaining the level of bank debt contracted by Ibersol and at improving the Company's capital structure, through the reinforcement of its equity, seeking a reinforcement of Ibersol's balance sheet towards the levels prior to the COVID- 19 pandemic, providing the Company with liquidity, financing capacity through the

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improvement of its credit profile and greater strategic and financial flexibility, providing the Company with the means necessary to implement its strategic guidelines and, in particular, to resume the normal rate of expansion investments and modernisation of its restaurants, in order to maintain and expand the market shares of the businesses in which the Company operates and which proved to be more resilient in the context of the crisis caused by the COVID-19 pandemic.

1. In the context of the Offer, the shareholders ATPS (direct holder of 16,597,058 Ibersol shares), two of its directors (António Pinto Sousa and António Teixeira, each holder of 2,520 Ibersol shares) and ANUTA - Serviços e Gestão, S.A., its 100% owned subsidiary (holder of 3,170,000 Ibersol shares), undertook the irrevocable commitment to subscribe, as a minimum, a total of 6,102,493 new shares at a unit subscription price of € 4 (four euros), corresponding to the exercise of all subscription rights that will be attributed to them under the Offer, through the shareholdings held by them on the date whereby they expressed their commitment (i.e., 19,772,098 shares in total).

The Offer and the admission to trading on the Euronext Lisbon regulated market of the shares to be issued depend on the approval of the respective prospectus by the Portuguese Securities Market Commission (CMVM), as well as on the publication of the latter and of the notice for the exercise of subscription rights, pursuant to applicable law, which Ibersol intends to promote as soon as possible.

Ibersol also informs that the Board of Directors has decided to approve the following objectives and policy regarding dividend distribution for the next five years:

1. The distribution of 20% of the Company's consolidated annual profits, with the distribution (or not) of dividends and the effective ratio, in any case, depending on a proposal from the Board of Directors and subject to approval by the General Meeting of Shareholders each year;
2. In addition, the distribution of dividends is subject to the legal and statutory limits applicable at each time and to the approval of accounts, taking into account the cash flow generated, the sustainability of the Company's capital structure and the available financing sources, as well as the existing investment plans and the cash flows generated by the Company's subsidiaries, given its nature of holding company.

This announcement does not constitute an offer for the subscription of Ibersol shares, which will be made exclusively under the terms of the prospectus to be approved by the CMVM and whose consultation is not waived.

Porto, 19 October 2021

The Representative for Relations with the Market

______________________

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The information contained in this press release is not intended for release, publication or distribution, directly or indirectly, in or into the United States of America, Canada, South Africa, Australia, Japan or any other jurisdiction in which such release, publication or distribution would be unlawful.

This announcement or any copies thereof do not constitute an offer to sell or the solicitation of offers to buy or subscribe for securities in the United States of America, including its territories or possessions, and the District of Columbia. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended ("US Securities Act"), and may not be offered, exercised or sold in the United States. There is no intention to register any part of the offer in the United States of America or to conduct an offer of securities in the United States of America and any offers and sales conducted outside the United States of America will be directed to non-resident persons, as provided in Regulation S under the US Securities Act. The new shares may not be offered or sold in the United States without registration under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of the new shares in the United States of America.

This press release has been prepared by Ibersol solely for the use of authorised recipients and in connection with the potential offer by Ibersol. The announcement, parts of the announcement or copies of the announcement may not be transported or transmitted into the United States of America or distributed, directly or indirectly, within the United States of America in accordance with the definitions in the US Securities Act. The new shares have not been and will not be registered under the applicable securities laws of any state or jurisdiction of Canada, Australia, Japan or South Africa and, subject to certain exceptions, may not be offered or sold in Canada, Australia, Japan or South Africa to, or for the benefit of, any national, resident or citizen of Canada, Australia, Japan or South Africa. Any failure to comply with this restriction may constitute a violation of the securities market laws of the United States of America, Canada, South Africa, Australia or Japan or any other jurisdiction in which distribution or disclosure would be unlawful.

The issue, exercise or subscription of the new shares in the potential offer are subject to specific legal or regulatory restrictions in certain jurisdictions. Ibersol assumes no liability in the event of a breach by any person of any such restrictions. The information contained herein shall not constitute an offer to subscribe or the solicitation of an offer to purchase or subscribe for, nor shall there be any subscription for, any securities referred to herein in any jurisdiction in which such offer, solicitation or subscription would be unlawful.

Investors must not accept any offer, acquire or subscribe for any securities to which this document refers, except on the basis of the information contained in the prospectus to be published and distributed by Ibersol. The referred prospectus to be approved by the Portuguese Securities Market Commission (CMVM) will be available for consultation by shareholders and investors (i) in digital format on Ibersol's website (www.ibersol.pt/) and on the CMVM's website (www.cmvm.pt/) and (ii) in physical format at Ibersol's head office (Praça do Bom Sucesso, 105/109, 9th floor Porto).

Ibersol has not authorised any offer of securities to the public in any member state of the European Economic Area ("EEA") other than Portugal. In EEA member states other than Portugal in which Regulation (EU) 2017/1129, as amended, (the "Prospectus Regulation") has been implemented, no public offering of the new shares requiring the approval of a prospectus has or will be made. Accordingly, the new shares may only be offered in Member States in any other circumstance where no prospectus is required to be published by Ibersol in accordance with the Prospectus Regulation. For this purpose, "offer of securities to the public" means any communication to the public, in whatever form and by whatever means, presenting sufficient information on the terms of the offer and the securities to be offered, so as to enable an investor to decide to purchase or subscribe to these securities. Thus, in EEA Member States other than Portugal, this information may not be considered by persons who are not Qualified Investors. Any investment or investment activity to which this information relates is only available to, and may only be undertaken with, Qualified Investors.

DO NOT DISCLOSE, PUBLISH OR DISTRIBUTE, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES OF AMERICA, CANADA, SOUTH AFRICA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR DISCLOSURE WOULD BE ILLEGAL

This notice is only distributed to, and is only directed at, (a) persons outside the United Kingdom or (b) persons who, while in the United Kingdom, have (i) professional experience in investment matters falling within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion Order 2005), as amended ("Order") or (ii) are high net worth entities, or other persons to whom this information may lawfully be passed.(ii) are high net worth individuals or other persons to whom this information may lawfully be disclosed in accordance with section 49(2)(a) to (d) of the Order (such persons being referred to as "relevant persons"). Any investment or investment activity to which this press release relates is only made available to, and may only be undertaken with, relevant persons. This press release and its contents may not be relied upon by persons who are not relevant persons.