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Greenyard’s free float increases after step out of Gimv 


Sint-Katelijne-Waver, Belgium, June 20, 2017 - Greenyard (Euronext Brussels: GREEN) announces change in shareholdership


Gimv announced today that it no longer detained shares in Greenyard. As a result, Greenyard’s free float increases materially to 38,5%.
Since the merger in June 2015, Gimv controlled 11,8% of total outstanding shares. This stake was reduced to 4,9% closely afterwards as a result of a private placement. Thereafter, Gimv remained a shareholder for 2 years after the merger.

Hein Deprez, Executive Chairman of Greenyard, comments on the announcement:
‘I would like to thank Gimv for their valuable support in Greenyard throughout their investment period.
Since their entry, Gimv has always been a trusted partner and shareholder, certainly when Greenyard went through a number of transactions in order to strengthen our growth. Gimv also supported  the merger process with Fresh and Horticulture in June 2015, 2 years ago now, and the integration process thereafter.
As Gimv’s role is to bring successful companies to the next level, this announcement clearly fits into their strategy with Greenyard now being a global leader in its markets.‘

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Greenyard is pleased to announce that it has entered into an agreement regarding the acquisition of Mykogen Polska S.A. (collectively “Mykogen”), a leading manufacturer of top quality mushroom substrate. The company has four state-of-the-art production facilities, located in Poland and Ukraine. Substrate is the key and highest value-added raw material used in mushroom production. Mykogen’s quality growing media are essential in producing high quality mushrooms in the growing production markets of Central and Eastern Europe. The vast majority of Mykogen’s operations are in Poland, Europe’s largest mushroom producer.
During the last 4 years, Mykogen’s sales growth has exceeded 8% per annum (CAGR) with FY 2017 sales expected to approach € 40 million. The company has consistently delivered strong profitability with EBITDA1 margins above 35%. Mykogen, with over 300 employees, is led by a very experienced and impressive management team. Mykogen is currently owned by a subsidiary of Abris CEE Mid-Market Fund II L.P., a fund advised by Abris Capital Partners. During recent years under Abris’ buy & build strategy, Mykogen has completed significant investments in existing facilities and a new green-field facility, as well as a material acquisition.

The addition of Mykogen to Greenyard yields a number of important strategic benefits. Firstly, Greenyard further enhances its direct connection to the grower by becoming a key supplier to the major mushroom growers. Secondly, increasing its access to hand-picked and mechanically harvested mushrooms the group strengthens its positioning in the mushroom market place creating opportunities for cross-divisional synergies with the Fresh, Frozen, Prepared (Lutèce)  and Horticulture divisions within Greenyard. Thirdly, the growing production volumes of the highly value added substrates in Poland, Ukraine and neighbouring markets are beneficial to the group’s growth rate. Lastly, the transaction raises the strategic profile of its Horticulture business, positioning it for further strategic development, while at the same time improving Greenyard’s margin structure and reducing earnings volatility.

Transaction Details
The purchase price is approximately € 93 million. In 2016, Mykogen achieved EBITDA of approximately € 13.5 million (roughly 80% of the EBITDA was generated from the Polish operations). This implies a trailing purchase price multiple of 6.9x EV/EBITDA. Greenyard is financing the transaction from existing credit facilities.
The transaction is conditional upon the receipt of all necessary regulatory and third party approvals, and other customary conditions. Closing is expected to occur during the second half of 2017. 

Divestments of non-core assets
To improve the footprint and focus, selective non-strategic and non-core assets within the Fresh segment will be divested. These divestments are estimated to provide cash proceeds of approximately € 25m with a limited impact on EBITDA (activities represent <2% of Group EBITDA). The divestments are expected to be completed during the second half of 2017.

Impact on Greenyard
As a result of the acquisition and divestments, EBITDA is anticipated to increase by 8%. As such, Horticulture will represent 15% of group EBITDA vs. 7% today. On a pro-forma basis, Greenyard’s EBITDA would have reached € 157 million in March 2017. The transaction is anticipated to be earnings accretive as from year 1.
After the acquisition of Mykogen and the divestments of the non-core assets, net financial debt is expected to be approximately € 390 million vs. € 324.2 million reported FY 16/17. Hence, Greenyard’s leverage2, based on NFD3/EBITDA, is anticipated to be approximately 2.5x, an increase of 0.3x compared to FY 16/17 and well below the FY 15/16 ratio of 2.8x.

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Strong REBITDA growth with significant debt reduction

Sint-Katelijne-Waver, Belgium, June 6, 2017 - Greenyard (Euronext Brussels: GREEN) announced its FY results ending March 31, 2017
Highlights – FY ending March 31, 2017
• Sales1 were up 7,1% YoY to € 4.249,2m. Growth came mainly from internal growth (5,3%) and M&A (2,7%) with FX being slightly negative (-1,0%):
• Fresh’ sales grew by 5,4% largely thanks to growth in the German and Dutch market
• Long Fresh’ sales were up 15,8% supported by internal sales growth (2,1%) and the incorporation of Lutèce (16,7%)
• Horticulture sales were up 3,7%, mainly internal (3,1%)
• REBITDA1 increased by 7,0% to € 145,7m. The improvement of € 9,5m is primarily driven by:
• Fresh improved by € 3,8m thanks to top line growth in core markets and improved logistic operations partly offset by the lack of volumes in Q4, impacting operating leverage, and the UK operations
• Long Fresh reported a strong improvement of € 4,9m driven by an improved portfolio management, mainly in Frozen, overall volume growth as well as efficiencies. This was slightly compensated by the adverse weather conditions and the ongoing price pressure in Prepared
• Horticulture’s profitability enhanced thanks to an improved product mix and continued cost focus, hereby lifting margins to 13,2%
• Net result came in at € 0,7m. Excluding one-off costs net adjusted result came in at € 21,9m. This translates into an EPS of € 0,02 and an adjusted EPS of € 0,51
• Net financial debt (NFD) dropped by € 58,7m YoY to € 324,2m. This translates into a leverage of 2,2x, down from 2,8x last year and 2,7x in September 2016. The improvement was driven by operational cash flow as well as a reduction in working capital. Moreover, a significant part of the share buyback program, announced in March, resulting in a repurchase for a total consideration of € 16,4m, is included in this number
• The realised cash tax savings amounted to € 1,3m
• In December of last year, Greenyard realised a refinancing which is anticipated to save more than € 15m per annum
• Greenyard’s Board proposes to keep the dividend stable at € 0,20/share

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Greenyard reports on the progress of its share buyback

Sint-Katelijne-Waver, Belgium, April 7, 2017 - Greenyard (Euronext Brussels: GREEN) reports on progress of share buy back


Greenyard announced the initiation of a share buyback program on March 14, 2017. As a result of this announcement, Greenyard today reports that 70,013 shares were repurchased between April 4 and April 7, 2017.

Since the start of the buyback program on March 15, 2017 Greenyard bought back 1,104,690 shares in total for a total amount of € 17,672,423. This corresponds to 2.49% of the total shares outstanding.

The entire overview related to Greenyard’s buyback program is available on:
https://greenyard.group/en/investor-relations/share-buyback-program

 

 

 

 

 

Financial calendar
- FY results       June 6, 2017 (after market)
- Q1 trading update      August 29, 2017 (after market)
- AGM         September 15, 2017
- H1 results        November 21, 2017 (after market)

 

For additional information, please contact Greenyard:
Marleen Vaesen, CEO
T +32 15 32 42 97
marleen.vaesen@greenyard.group

Carl Peeters, CFO
T +32 15 32 42 69
carl.peeters@greenyard.group

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Greenyard reports on the progress of its share buyback

Sint-Katelijne-Waver, Belgium, March 24, 2017 - Greenyard (Euronext Brussels: GREEN) reports on progress of share buy back
Greenyard announced the initiation of a share buyback program on March 14, 2017. As a result of this announcement, Greenyard today reports that 1,034,677 shares were repurchased between March 15 and March 24, 2017.

Since the start of the buyback program on March 15, 2017 Greenyard bought back 1,034,677 shares in total for a total amount of € 16,435,658. This corresponds to 2.33% of the total shares outstanding.

The entire overview related to Greenyard’s buyback program is available on:
https://greenyard.group/en/investor-relations/share-buyback-program

 

 

 

 

 

Financial calendar
- FY results       June 6, 2017 (after market)
- Q1 trading update      August 29, 2017 (after market)
- AGM         September 15, 2017
- H1 results        November 21, 2017 (after market)

 

For additional information, please contact Greenyard:
Marleen Vaesen, CEO
T +32 15 32 42 97
marleen.vaesen@greenyard.group

Carl Peeters, CFO
T +32 15 32 42 69
carl.peeters@greenyard.group

 

 

 

About Greenyard
Greenyard (Euronext Brussels: GREEN) is a global market leader of fresh, frozen and prepared fruit & vegetables, flowers, plants and growing media. Counting Europe’s leading retailers amongst its customer base, the group provides efficient and sustainable solutions to customers and suppliers through best-in-class products, market leading innovation, operational excellence and outstanding service.
Our vision is to make lives healthier by helping people enjoy fruit & vegetables at any moment, easy, fast and pleasurable, whilst fostering nature.   
With some 8,200 employees operating in 25 countries worldwide, Greenyard identifies its people and key customer and supplier relationships as the key assets which enable it to deliver goods and services worth almost 4 billion per annum.
www.greenyard.group

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Greenyard announces start of share buyback

Sint-Katelijne-Waver, Belgium, March 14, 2017 - Greenyard (Euronext Brussels: GREEN) announces start of share buy back


Greenyard announces today the start of a share buyback program representing a repurchase of up to 1.750.000 shares. This represents a total value of € 28,6 million based on today’s closing price.
In December 2016, Greenyard embarked on a significant refinancing with, amongst others, a Convertible Bond, creating at least € 15 million annual interest cost savings. The company now announces a share buyback which can be used to mitigate the potential dilution from this Convertible Bond,  to create a pool of own shares for financing potential future acquisitions and/or possible future long term incentive plans. The share buyback program is expected not to materially impact the company’s leverage.
The Board of Directors of Greenyard has granted a discretionary mandate to an intermediary who will execute this both on or outside the regulated market during open and closed periods. Block trades can be considered as well during open periods. The mandate is valid for 1 year.
As set out in Greenyard’s articles of association, the General Shareholders’ Meeting of 19 September 2014 has granted a power of attorney to the Board of Directors to approve share buybacks up to the legal maximum of 20%.
During the course of the program, Greenyard will provide regular updates to the market about its share repurchases and in line with the applicable regulations via press releases.
This share buyback programme can be ceased at any time.

 

Financial calendar
- FY results       June 6, 2017 (after market)
- Q1 trading update      August 29, 2017 (after market)
- AGM         September 15, 2017
- H1 results        November 21, 2017 (after market)


For additional information, please contact Greenyard:
Marleen Vaesen, CEO
T +32 15 32 42 97
marleen.vaesen@greenyard.group

Carl Peeters, CFO
T +32 15 32 42 69
carl.peeters@greenyard.group

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Sint-Katelijne-Waver, Belgium, March 3, 2017 - Greenyard (Euronext Brussels: GREEN) announces increase in shareholding of Deprez Family

In accordance with article 14 of the Belgian Law of 2 May 2007 on the disclosure of significant shareholdings in listed companies, Greenyard announces the receipt of a transparency declaration on March 3, 2017.
Deprez Holding NV has exercised its call option to acquire 642,441 shares of Groupe d’Aucy (previously named Centrale Coopérative Agricole Bretonne - “CECAB”).


Following this transaction, which took place on March 1, 2017, Deprez Holding NV’s stake in Greenyard increased from 29,09% to 30,54%, hereby surpassing the 30% threshold, whereas Groupe d’Aucy’s stake is reduced from 1,45% to 0,00%.


As a result of this transaction the Deprez family, through Deprez Holding NV and Food Invest International NV increases its participation in Greenyard from 43,8% to 45,3%.

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Trading update Q3 2016/2017

• In Q3, sales came in at € 996,9m,  an increase of 6,3% YoY.  Internal growth reached almost 5%.  FX impacted sales negatively by 1,6% mainly due to the drop of the GBP. The acquisition of Lutèce added 3,0% to top line.
• Segment performance in Q3: 
o Fresh realised a 4,7% rise in sales.
o Long Fresh is influenced by the acquisition of Lutèce (+16.1%). Excluding this effect and the FX impact of -3,3%, mainly caused by the GBP, internal growth was slightly positive.
o Horticulture grew by almost 5%.
• YTD sales reached € 3.143,0m, an increase of almost 8%.

 

 

Financial calendar
- FY results       June 6, 2017 (after market)
- Q1 trading update      August 29, 2017 (after market)
- AGM         September 15, 2017
- H1 results        November 21, 2017 (after market)
For additional information, please contact Greenyard:
Marleen Vaesen, CEO
T +32 15 32 42 97
marleen.vaesen@greenyard.group

Carl Peeters, CFO
T +32 15 32 42 69
carl.peeters@greenyard.group


About Greenyard
Greenyard (Euronext Brussels: GREEN) is a global market leader of fresh, frozen and prepared fruit & vegetables, flowers, plants and growing media. Counting Europe’s leading retailers amongst its customer base, the group provides efficient and sustainable solutions to customers and suppliers through best-in-class products, market leading innovation, operational excellence and outstanding service.
Our vision is to make lives healthier by helping people enjoy fruit & vegetables at any moment, easy, fast and pleasurable, whilst fostering nature.   
With some 8,200 employees operating in 25 countries worldwide, Greenyard identifies its people and key customer and supplier relationships as the key assets which enable it to deliver goods and services worth almost 4 billion per annum.
www.greenyard.group

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Greenyard confirms the conversion price of the EUR
125 million senior, unsecured, guaranteed, convertible
bonds due 2021


Sint-Katelijne-Waver, Belgium, 8 December 2016


Earlier today, Greenyard NV has announced the successful placement by FieldLink NV, a whollyowned
subsidiary of Greenyard, of the issue of senior, unsecured, guaranteed, convertible
bonds, guaranteed by Greenyard and convertible into newly issued ordinary shares of Greenyard
due 2021.
The conversion price of the convertible bonds has been set at EUR 17.43, representing a
premium of 25% of the volume weighted average price of Greenyard’s shares on Euronext
Brussels between opening and closing of the market today.
For more information on the convertible bonds, reference is made to the press releases that
were issued earlier today.
BNP Paribas Fortis and Berenberg are acting as joint global coordinators and joint bookrunners.
Daiwa Capital Markets, Degroof Petercam and KBC Bank are acting as joint bookrunners.
For additional information, please contact:
Marleen Vaesen, CEO
T +32 15 32 42 97
marleen.vaesen@greenyardfoods.com
Carl Peeters, CFO
T +32 15 32 42 69
carl.peeters@greenyardfoods.com
Disclaimer
This press release may contain forward-looking statements. Such statements reflect the current
views of management regarding future events, and involve known and unknown risks,
uncertainties and other factors that may cause actual results to be materially different from any
future results, performance or achievements expressed or implied by such forward-looking
statements. Greenyard is providing the information in this press release as of this date and does
not undertake any obligation to update any forward-looking statements contained in this press
release in light of new information, future events or otherwise. Greenyard disclaims any liability
for statements made or published by third parties and does not undertake any obligation to
correct inaccurate data, information, conclusions or opinions published by third parties in relation
to this or any other press release issued by Greenyard.
08/12/2016 2 / 3
REGULATED INFORMATION
About Greenyard
Greenyard (Euronext Brussels: GREEN) is a global market leader of fresh, frozen and prepared fruit
& vegetables, flowers, plants and growing media. Counting Europe’s leading retailers amongst its
customer base, the group provides efficient and sustainable solutions to customers and suppliers
through best-in-class products, market leading innovation, operational excellence and outstanding
service.
Our vision is to make lives healthier by helping people enjoy fruit & vegetables at any moment,
easy, fast and pleasurable, whilst fostering nature.
With some 8,200 employees operating in 25 countries worldwide, Greenyard identifies its people
and key customer and supplier relationships as the key assets which enable it to deliver goods and
services worth almost EUR 4 billion per annum.
www.greenyard.group
IMPORTANT INFORMATION
NO ACTION HAS BEEN TAKEN BY GREENYARD OR FIELDLINK, OR BNP PARIBAS FORTIS, BERENBERG, DAIWA CAPITAL MARKETS,
DEGROOF PETERCAM AND KBC BANK (TOGETHER, THE “MANAGERS”) OR ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD
PERMIT AN OFFERING OF THE CONVERTIBLE BONDS OR POSSESSION OR DISTRIBUTION OF THIS PRESS RELEASE OR ANY OFFERING
OR PUBLICITY MATERIAL RELATING TO THE CONVERTIBLE BONDS IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS
REQUIRED. PERSONS INTO WHOSE POSSESSION THIS PRESS RELEASE COMES ARE REQUIRED BY GREENYARD, FIELDINK AND THE
MANAGERS TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.
THIS PRESS RELEASE IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA OR FOR
THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN THE SECURITIES ACT), AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA
OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE PROHIBITED BY APPLICABLE LAW. THIS PRESS RELEASE IS NOT AN
OFFER TO SELL SECURITIES OR THE SOLICITATION OF ANY OFFER TO BUY SECURITIES, NOR SHALL THERE BE ANY OFFER OF
SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SALE WOULD BE UNLAWFUL.
THIS PRESS RELEASE AND THE OFFERING OF THE CONVERTIBLE BONDS WHEN MADE ARE ONLY ADDRESSED TO, AND DIRECTED IN
MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE “EEA”) AT PERSONS WHO ARE “QUALIFIED INVESTORS” WITHIN THE
MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE (“QUALIFIED INVESTORS”). FOR THESE PURPOSES, THE EXPRESSION
"PROSPECTUS DIRECTIVE" MEANS DIRECTIVE 2003/71/EC, AS AMENDED.
THIS PRESS RELEASE AND THE OFFERING OF THE CONVERTIBLE BONDS ARE NOT ADDRESSED TO RETAIL INVESTORS AND,
ACCORDINGLY, THIS PRESS RELEASE IS NOT BEING DISTRIBUTED TO RETAIL INVESTORS. FOR THESE PURPOSES, “RETAIL INVESTOR”
MEANS (I) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF DIRECTIVE 2014/65/EU OR (II) A CUSTOMER WITHIN THE
MEANING OF DIRECTIVE 2002/92/EC, WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN
POINT (10) OF ARTICLES 4(1) OF DIRECTIVE 2014/65/EU. EACH PERSON WHO INITIALLY ACQUIRES ANY CONVERTIBLE BONDS OR TO
WHOM ANY OFFER OF CONVERTIBLE BONDS MAY BE MADE WILL BE DEEMED TO HAVE REPRESENTED, ACKNOWLEDGED AND
AGREED THAT IT IS NOT A RETAIL INVESTOR.
IN ADDITION, IN THE UNITED KINGDOM THIS PRESS RELEASE IS BEING DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY 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”) AND QUALIFIED INVESTORS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, AND (II) TO WHOM IT MAY
OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”). THIS
PRESS RELEASE MUST NOT BE ACTED ON OR RELIED ON (I) IN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT RELEVANT
PERSONS, AND (II) IN ANY MEMBER STATE OF THE EEA OTHER THAN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT
QUALIFIED INVESTORS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS PRESS RELEASE RELATES IS AVAILABLE ONLY
TO (A) RELEVANT PERSONS IN THE UNITED KINGDOM AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS IN THE UNITED
KINGDOM AND (B) QUALIFIED INVESTORS IN MEMBER STATES OF THE EEA (OTHER THAN THE UNITED KINGDOM).
THIS DOCUMENT AND THE OFFERING OF THE CONVERTIBLE BONDS WHEN MADE ARE ONLY ADDRESSED TO, AND DIRECTED IN,
SOUTH AFRICA AT PERSONS WHO FALL WITHIN ONE OF THE CATEGORIES SET OUT IN SECTION 96(1)(A) OF THE SOUTH AFRICAN
COMPANIES ACT, 2008, AS AMENDED (“EXEMPT INVESTORS”). EACH PERSON IN SOUTH AFRICA WHO INITIALLY ACQUIRES ANY
BONDS OR TO WHOM ANY OFFER OF BONDS MAY BE MADE AND, TO THE EXTENT APPLICABLE, ANY FUNDS ON BEHALF OF WHICH
SUCH PERSON IS ACQUIRING THE BONDS THAT ARE LOCATED IN SOUTH AFRICA WILL BE DEEMED TO HAVE REPRESENTED,
ACKNOWLEDGED AND AGREED THAT IT IS A EXEMPT INVESTOR.
08/12/2016 3 / 3
REGULATED INFORMATION
ANY DECISION TO PURCHASE ANY OF THE CONVERTIBLE BONDS SHOULD ONLY BE MADE ON THE BASIS OF AN INDEPENDENT
REVIEW BY A PROSPECTIVE INVESTOR OF GREENYARD’S AND FIELDLINK’S PUBLICLY AVAILABLE INFORMATION. NEITHER THE
MANAGERS NOR ANY OF THEIR RESPECTIVE AFFILIATES ACCEPT ANY LIABILITY ARISING FROM THE USE OF, OR MAKE ANY
REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF, THIS PRESS RELEASE OR GREENYARD’S OR FIELDLINK’S PUBLICLY
AVAILABLE INFORMATION. THE INFORMATION CONTAINED IN THIS PRESS RELEASE IS SUBJECT TO CHANGE IN ITS ENTIRETY
WITHOUT NOTICE UP TO THE CLOSING DATE.
EACH PROSPECTIVE INVESTOR SHOULD PROCEED ON THE ASSUMPTION THAT IT MUST BEAR THE ECONOMIC RISK OF AN
INVESTMENT IN THE CONVERTIBLE BONDS OR THE ORDINARY SHARES TO BE ISSUED OR TRANSFERRED AND DELIVERED UPON
CONVERSION OF THE CONVERTIBLE BONDS AND NOTIONALLY UNDERLYING THE CONVERTIBLE BONDS (TOGETHER WITH THE
CONVERTIBLE BONDS, THE “SECURITIES”). NONE OF GREENYARD, FIELDLINK OR THE MANAGERS MAKE ANY REPRESENTATION AS
TO (I) THE SUITABILITY OF THE SECURITIES FOR ANY PARTICULAR INVESTOR, (II) THE APPROPRIATE ACCOUNTING TREATMENT AND
POTENTIAL TAX CONSEQUENCES OF INVESTING IN THE SECURITIES OR (III) THE FUTURE PERFORMANCE OF THE SECURITIES EITHER
IN ABSOLUTE TERMS OR RELATIVE TO COMPETING INVESTMENTS.
THE MANAGERS ARE ACTING ON BEHALF OF GREENYARD AND FIELDLINK AND NO ONE ELSE IN CONNECTION WITH THE
CONVERTIBLE BONDS AND WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO
CLIENTS OF THE MANAGERS OR FOR PROVIDING ADVICE IN RELATION TO THE SECURITIES.
EACH OF GREENYARD, FIELDLINK, THE MANAGERS AND THEIR RESPECTIVE AFFILIATES EXPRESSLY DISCLAIMS ANY OBLIGATION OR
UNDERTAKING TO UPDATE, REVIEW OR REVISE ANY STATEMENT CONTAINED IN THIS PRESS RELEASE WHETHER AS A RESULT OF
NEW INFORMATION, FUTURE DEVELOPMENTS OR OTHERWISE.

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Greenyard announces the successful placement of EUR 125 million senior, unsecured, guaranteed, convertible bonds due 2021

Sint-Katelijne-Waver, Belgium, 8 December 2016
Greenyard NV announces today the successful placement by FieldLink NV, a wholly-owned subsidiary of Greenyard, of the issue of senior, unsecured, guaranteed, convertible bonds, guaranteed by Greenyard and convertible into newly issued ordinary shares of Greenyard, due 2021. Greenyard has decided to make use of its increase option of up to EUR 15 million, bringing the total principal amount of the convertible bonds to EUR 125 million.
10.8% of the convertible bonds has been allocated to Deprez Holding NV, a company controlled by the Deprez family, Greenyard’s controlling shareholder owning 43.8% of the shares as at the date hereof.
The convertible bonds will be issued in denominations of EUR 100,000 in principal amount at 100% of their principal amount and will have a coupon of 3.75% per annum, payable semi-annually in arrear on 22 June and 22 December each year, with the first interest payment date being 22 June 2017.
The conversion price will be set at a premium of 25% of the volume weighted average price of Greenyard’s shares on Euronext Brussels between opening and closing of the market today.  The exact conversion price will be confirmed in a separate press release after closing of the market today.
Settlement of the issue of the convertible bonds is expected to take place on or around 22 December 2016. Admission to trading of the convertible bonds on the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange will be sought within 60 days following the settlement date.
Marleen Vaesen, CEO of Greenyard, comments on the refinancing :
“We are very pleased with the success of our convertible bond placement which was announced this morning. The refinancing of Greenyard significantly improves our cash generation and is a milestone in our route  to generate profitable growth. We will continue to focus on our strategic priorities to create value for all stakeholders. We are confident that we have the right strategies and priorities in place to create a strong global leader in fruit and vegetables in all its forms.”
The convertible bond offering was effected through an accelerated bookbuilding procedure. The convertible bonds were offered solely to institutional investors, outside the United States of America (in accordance with Regulation S under the U.S. Securities Act of 1933, as amended) and outside Canada, Australia, South Africa (except to investors who fall within one of the categories set out in section 96(1)(a) of the South African Companies Act, 2008, as amended) and Japan.
BNP Paribas Fortis and Berenberg are acting as joint global coordinators and joint bookrunners. Daiwa Capital Markets, Degroof Petercam and KBC Bank are acting as joint bookrunners.
For more information on the convertible bonds, reference is made to the press release that was issued this morning.

For additional information, please contact :
Marleen Vaesen, CEO
T +32 15 32 42 97
marleen.vaesen@greenyardfoods.com

Carl Peeters, CFO
T +32 15 32 42 69
carl.peeters@greenyardfoods.com

Disclaimer
This press release may contain forward-looking statements. Such statements reflect the current views of management regarding future events, and involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Greenyard is providing the information in this press release as of this date and does not undertake any obligation to update any forward-looking statements contained in this press release in light of new information, future events or otherwise. Greenyard disclaims any liability for statements made or published by third parties and does not undertake any obligation to correct inaccurate data, information, conclusions or opinions published by third parties in relation to this or any other press release issued by Greenyard.

About Greenyard
Greenyard (Euronext Brussels: GREEN) is a global market leader of fresh, frozen and prepared fruit & vegetables, flowers, plants and growing media. Counting Europe’s leading retailers amongst its customer base, the group provides efficient and sustainable solutions to customers and suppliers through best-in-class products, market leading innovation, operational excellence and outstanding service.
Our vision is to make lives healthier by helping people enjoy fruit & vegetables at any moment, easy, fast and pleasurable, whilst fostering nature.   
With some 8,200 employees operating in 25 countries worldwide, Greenyard identifies its people and key customer and supplier relationships as the key assets which enable it to deliver goods and services worth almost EUR 4 billion per annum.
www.greenyard.group
IMPORTANT INFORMATION
NO ACTION HAS BEEN TAKEN BY GREENYARD OR FIELDLINK, OR BNP PARIBAS FORTIS, BERENBERG, DAIWA CAPITAL MARKETS, DEGROOF PETERCAM AND KBC BANK (TOGETHER, THE “MANAGERS”) OR ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD PERMIT AN OFFERING OF THE CONVERTIBLE BONDS OR POSSESSION OR DISTRIBUTION OF THIS PRESS RELEASE OR ANY OFFERING OR PUBLICITY MATERIAL RELATING TO THE CONVERTIBLE BONDS IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS PRESS RELEASE COMES ARE REQUIRED BY GREENYARD, FIELDINK AND THE MANAGERS TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.
THIS PRESS RELEASE IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN THE SECURITIES ACT), AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE PROHIBITED BY APPLICABLE LAW. THIS PRESS RELEASE IS NOT AN OFFER TO SELL SECURITIES OR THE SOLICITATION OF ANY OFFER TO BUY SECURITIES, NOR SHALL THERE BE ANY OFFER OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SALE WOULD BE UNLAWFUL.
THIS PRESS RELEASE AND THE OFFERING OF THE CONVERTIBLE BONDS WHEN MADE ARE ONLY ADDRESSED TO, AND DIRECTED IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE “EEA”) AT PERSONS WHO ARE “QUALIFIED INVESTORS” WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE (“QUALIFIED INVESTORS”). FOR THESE PURPOSES, THE EXPRESSION "PROSPECTUS DIRECTIVE" MEANS DIRECTIVE 2003/71/EC, AS AMENDED.
THIS PRESS RELEASE AND THE OFFERING OF THE CONVERTIBLE BONDS ARE NOT ADDRESSED TO RETAIL INVESTORS AND, ACCORDINGLY, THIS PRESS RELEASE IS NOT BEING DISTRIBUTED TO RETAIL INVESTORS. FOR THESE PURPOSES, “RETAIL INVESTOR” MEANS (I) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF DIRECTIVE 2014/65/EU OR (II) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE 2002/92/EC, WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLES 4(1) OF DIRECTIVE 2014/65/EU. EACH PERSON WHO INITIALLY ACQUIRES ANY CONVERTIBLE BONDS OR TO WHOM ANY OFFER OF CONVERTIBLE BONDS MAY BE MADE WILL BE DEEMED TO HAVE REPRESENTED, ACKNOWLEDGED AND AGREED THAT IT IS NOT A RETAIL INVESTOR.
IN ADDITION, IN THE UNITED KINGDOM THIS PRESS RELEASE IS BEING DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY 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”) AND QUALIFIED INVESTORS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, AND (II) TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”). THIS PRESS RELEASE MUST NOT BE ACTED ON OR RELIED ON (I) IN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT RELEVANT PERSONS, AND (II) IN ANY MEMBER STATE OF THE EEA OTHER THAN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT QUALIFIED INVESTORS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS PRESS RELEASE RELATES IS AVAILABLE ONLY TO (A) RELEVANT PERSONS IN THE UNITED KINGDOM AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS IN THE UNITED KINGDOM AND (B) QUALIFIED INVESTORS IN MEMBER STATES OF THE EEA (OTHER THAN THE UNITED KINGDOM).
THIS DOCUMENT AND THE OFFERING OF THE CONVERTIBLE BONDS WHEN MADE ARE ONLY ADDRESSED TO, AND DIRECTED IN, SOUTH AFRICA AT PERSONS WHO FALL WITHIN ONE OF THE CATEGORIES SET OUT IN SECTION 96(1)(A) OF THE SOUTH AFRICAN COMPANIES ACT, 2008, AS AMENDED (“EXEMPT INVESTORS”). EACH PERSON IN SOUTH AFRICA WHO INITIALLY ACQUIRES ANY BONDS OR TO WHOM ANY OFFER OF BONDS MAY BE MADE AND, TO THE EXTENT APPLICABLE, ANY FUNDS ON BEHALF OF WHICH SUCH PERSON IS ACQUIRING THE BONDS THAT ARE LOCATED IN SOUTH AFRICA WILL BE DEEMED TO HAVE REPRESENTED, ACKNOWLEDGED AND AGREED THAT IT IS A EXEMPT INVESTOR.
ANY DECISION TO PURCHASE ANY OF THE CONVERTIBLE BONDS SHOULD ONLY BE MADE ON THE BASIS OF AN INDEPENDENT REVIEW BY A PROSPECTIVE INVESTOR OF GREENYARD’S AND FIELDLINK’S PUBLICLY AVAILABLE INFORMATION. NEITHER THE MANAGERS NOR ANY OF THEIR RESPECTIVE AFFILIATES ACCEPT ANY LIABILITY ARISING FROM THE USE OF, OR MAKE ANY REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF, THIS PRESS RELEASE OR GREENYARD’S OR FIELDLINK’S PUBLICLY AVAILABLE INFORMATION. THE INFORMATION CONTAINED IN THIS PRESS RELEASE IS SUBJECT TO CHANGE IN ITS ENTIRETY WITHOUT NOTICE UP TO THE CLOSING DATE.
EACH PROSPECTIVE INVESTOR SHOULD PROCEED ON THE ASSUMPTION THAT IT MUST BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE CONVERTIBLE BONDS OR THE ORDINARY SHARES TO BE ISSUED OR TRANSFERRED AND DELIVERED UPON CONVERSION OF THE CONVERTIBLE BONDS AND NOTIONALLY UNDERLYING THE CONVERTIBLE BONDS (TOGETHER WITH THE CONVERTIBLE BONDS, THE “SECURITIES”). NONE OF GREENYARD, FIELDLINK OR THE MANAGERS MAKE ANY REPRESENTATION AS TO (I) THE SUITABILITY OF THE SECURITIES FOR ANY PARTICULAR INVESTOR, (II) THE APPROPRIATE ACCOUNTING TREATMENT AND POTENTIAL TAX CONSEQUENCES OF INVESTING IN THE SECURITIES OR (III) THE FUTURE PERFORMANCE OF THE SECURITIES EITHER IN ABSOLUTE TERMS OR RELATIVE TO COMPETING INVESTMENTS.
THE MANAGERS ARE ACTING ON BEHALF OF GREENYARD AND FIELDLINK AND NO ONE ELSE IN CONNECTION WITH THE CONVERTIBLE BONDS AND WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF THE MANAGERS OR FOR PROVIDING ADVICE IN RELATION TO THE SECURITIES.
EACH OF GREENYARD, FIELDLINK, THE MANAGERS AND THEIR RESPECTIVE AFFILIATES EXPRESSLY DISCLAIMS ANY OBLIGATION OR UNDERTAKING TO UPDATE, REVIEW OR REVISE ANY STATEMENT CONTAINED IN THIS PRESS RELEASE WHETHER AS A RESULT OF NEW INFORMATION, FUTURE DEVELOPMENTS OR OTHERWISE.

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