PROPOSED SECONDARY OFFERING IN CONVATEC GROUP PLC
Summary by AI BETAClose X
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
PROPOSED SECONDARY OFFERING OF ORDINARY SHARES IN CONVATEC GROUP PLC BY NOVO HOLDINGS A/S.
November 17, 2025
Novo Holdings A/S ("Novo Holdings") announces its intention to sell approximately 155 million ordinary shares ("Ordinary Shares") in Convatec Group plc ("Convatec"), representing approximately 7.8% of Convatec's issued share capital. The sale will be conducted via a placing of Ordinary Shares in Convatec to eligible institutional investors (the "Offering").
Ahead of the Offering, Novo Holdings has economically monetised all other previously held Ordinary Shares in Convatec via derivative transactions with hedge counterparties over time. These derivatives will be settled simultaneously with the Offering and Novo Holdings will have no residual position in Convatec thereafter.
The offer price will be determined by way of an accelerated bookbuilding process which will commence immediately following this announcement and which may close at any time on short notice. The results of the Offering will be announced as soon as practicable after the closing of the bookbuilding process.
No Ordinary Shares are being sold by Convatec, and Convatec will not receive any proceeds from the Offering.
Goldman Sachs International ("Goldman Sachs") and Morgan Stanley & Co. International Plc ("Morgan Stanley") are acting as Joint Global Coordinators in connection with the Offering.
Enquiries:
Goldman Sachs +44 (0)20 7774 1000
Soren Moller-Rasmussen
Tom Hartley
Morgan Stanley +44 (0)20 7425 8000
Martin Thorneycroft
Emma Whitehouse
Important Notice
This announcement is not for publication or distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Australia or Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No action has been taken that would permit an offering of the Ordinary Shares or possession or distribution of this announcement in any jurisdiction where action for that purpose is required.
This announcement does not constitute or form part of an offer for sale or solicitation of an offer to purchase or subscribe for securities in the United States, Canada, Australia, Japan or any other jurisdiction where such offer or solicitation would be unlawful. The Ordinary Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold, directly or indirectly, in the United States, absent registration under or pursuant to an exemption from, or transaction not subject to, the registration requirements of, the Securities Act. No public offering of securities is being made in the United States or in any other jurisdiction.
In member states of the European Economic Area ("EEA") (each, a "Relevant Member State"), this announcement and any offer of Ordinary Shares if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Regulation. For these purposes, the expression "Prospectus Regulation" means Regulation (EU) 2017/1129.
In the United Kingdom this announcement is only being distributed to, and is only directed at, and any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, persons who are "qualified investors" within the meaning of the UK Prospectus Regulation and who are (i) investment professionals falling with Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) other persons to whom an offer of the Ordinary Shares may otherwise be lawfully communicated (all such persons together being referred to as "relevant persons"). Persons who are not relevant persons should not take any action on the basis of this announcement and should not act or rely on it. For these purposes, the expression "UK Prospectus Regulation" means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.
No prospectus or offering document has been or will be prepared in connection with the Offering. Any investment decision in connection with the Offering must be made on the basis of all publicly available information relating to Convatec and Convatec's shares. Such information has not been independently verified. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.
No representation or warranty, express or implied, is made by any of Goldman Sachs or Morgan Stanley or any of their respective affiliates as to the accuracy, completeness, verification or sufficiency of the information set out in this announcement or such publicly available information, and nothing in this announcement will be relied upon as a promise or representation in this respect, whether or not to the past or future, and accordingly none of Goldman Sachs or Morgan Stanley or any of their respective affiliates or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to Convatec, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
In connection with the Offering, Goldman Sachs and Morgan Stanley or any of their respective affiliates acting as an investor for its own account may take up as a portion of the Ordinary Shares as a principal position and in that capacity may retain, purchase, sell, offer to sell for its own account such Ordinary Shares and other securities of Convatec or related investments in connection with the Offering or otherwise. In addition, Goldman Sachs and Morgan Stanley or any of their respective affiliates may enter into financing arrangements (including swaps and contracts for differences) with investors in connection with which Goldman Sachs and Morgan Stanley (or any of their respective affiliates) may from time to time acquire, hold or dispose of Ordinary Shares. Accordingly, references to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, Goldman Sachs, Morgan Stanley and any of their respective affiliates acting as investors for their own accounts. Goldman Sachs and Morgan Stanley do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in Convatec or Convatec's shares.
Each of Goldman Sachs and Morgan Stanley which are authorised by the Prudential Regulatory Authority ("PRA") and regulated by the Financial Conduct Authority ("FCA") and the PRA, are acting on behalf of Novo Holdings only in connection with the Offering and no one else, and will not be responsible to anyone other than Novo Holdings for providing the protections offered to clients of Goldman Sachs and Morgan Stanley nor for providing advice in relation to the Ordinary Shares or the Offering.
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