Lonza Group Ltd – Medienmitteilung Singapore listing

20 October 2011 SINGAPORE & BASEL, SWITZERLAND – Lonza Group Ltd (“Lonza” or “the Group”) (SIX stock code: LONN VX; SGX-ST stock code: O6Z), one of the world’s leading suppliers to the pharmaceutical, healthcare and life science industries,expects to make its trading debut on the Main Board of the Singapore Exchange Securities Trading Limited (“SGX-ST”) at 9:00 am tomorrow, 21 October 2011 (Singapore time).

Listed on the SIX Swiss Exchange (the “SIX”) since November 1999, Lonza is the first SIX Swiss-listed company to be secondary listed by way of an introduction on the SGX-ST. Based on the closing market price of the company’s shares quoted on the SIX on 19 October 2011, Lonza has a market capitalization of approximately CHF 2,982 million. This corresponds to approximately SGD 4,183 million based on an exchange rate of CHF 1.00 to SGD 1.4028 as quoted by Bloomberg on 19 October 2011.

Mr Stefan Borgas, Chief Executive Officer of Lonza, reiterated the Group’s commitment to Asia, “This is an exciting and historic day for us, and marks an important milestone for Lonza. The successful listing on the SGX-ST will help enhance our corporate profile in the region and enable the Group to further tap into the market growth in Asia.”

“With a listing status both in Switzerland and Singapore, Lonza will enjoy a wide range of options to access capital and maximize our growth potential. We look towards broadening our investor base in Asia and creating a ‘local currency’ for future growth in the region. This will ultimately reap benefits for our investors and deliver strong returns to our shareholders who now have access to the fastest growing part of the world.”

UBS AG, Singapore Branch acted as the issue manager for the introduction and Drew and Napier LLC acted as the solicitors to the introduction and legal advisers to the company as to Singapore law.

Lonza will be secondary listed on the SGX-ST and will not be subject to the SGX-ST’s continuing listing requirements. Lonza is subject to the listing rules of the SIX, which do not have specific requirements equivalent to the listing rules of the SGX-ST in respect of interested person transactions, acquisition and realisations, and delisting.

The following pre-listing information can also be found on:
www.lonza.com/group/en/company/investor_relations.html

Lonza Group Ltd
(Company Registration No.: CH-020.3.021.634-0)
(Incorporated in Switzerland on 16 March 1999)

Introduction

Lonza Group Ltd (the “Company”) is a corporation incorporated under the laws of Switzerland and has been listed on the SIX Swiss Exchange (the “SIX”) since November 1999. The Company is a supplier to the pharmaceutical, healthcare and life sciences industries with products and services spanning from research to final product manufacture.

The Company received a letter of eligibility by the Singapore Exchange Securities Trading Limited (“SGX-ST”) for the listing and quotation of all the issued ordinary shares (“Shares”) in the capital of the Company, on the Main Board of the SGX-ST. The Shares are and will continue to be listed on the SIX. Upon admission to the Official List of the SGX-ST, we will have a dual listing on both the SGX-ST and the SIX, with the SIX being the primary exchange and the SGX-ST being the secondary exchange, on which the Shares may be traded.

The introductory document (“Introductory Document”) in relation to the Company’s secondary listing by way of introduction (“Introduction”) has been released on the SGXNET on 19 October 2011. UBS AG, Singapore Branch, is the issue manager for the Introduction.

Trading of the Shares on the SGX-ST

The Shares are currently traded on the SIX in board lots of one Share. All dealings in the Shares on the SGX-ST will be conducted in Singapore dollars in board lots of ten Shares or integral multiples thereof.

The closing market price of the Shares quoted on the SIX on 19 October 2011, being the last trading day before the date of this announcement was CHF 56.35 This corresponds to SGD 79.05 based on an exchange rate of CHF 1.00 to SGD 1.4028 as quoted by Bloomberg on 19 October 2011.

Differences between the listing rules of the SIX and the SGX-ST

As the SIX is the primary exchange on which the Shares may be traded, we are subject to and will comply with the listing rules of the SIX. We are not subject to the continuing listing requirements of the SGX-ST. While certain SIX listing rules to which the Company is subject are similar to provisions of the SGX-ST Listing Manual (the “Listing Manual”), others do not have a direct equivalent. In particular, the listing rules of the SIX do not have specific requirements equivalent to the Listing Manual in respect of interested person transactions, acquisitions and realisations, and delisting. The similarities and differences of key listing rules are briefly described below.

Release of material information

Chapter 7 of the Listing Manual requires, inter alia, that an issuer makes timely disclosure of material information likely to affect the price of its securities. While the Company will not be subject to the aforementioned rule, it is required to comply with the SIX listing rule which provides for a similar requirement for listed companies to inform the market of any price-sensitive facts which have arisen in its sphere of activity.

Unlike the Listing Manual, which does not provide for specific a timeframe within which issuers are expected to announce material information, the Directive on Ad hoc Publicity of the SIX (which the Company is required to comply with) provides that potentially price-sensitive information is to be published 90 minutes before the start of trading or after close of trading (whenever possible). The purpose of this rule is to allow enough time to the market to correctly evaluate and process potentially price-sensitive facts prior to the start of trading.

In view of the time difference between Switzerland and Singapore, all material information will, where possible, be released by the Company on the SGX-ST 90 minutes before the start of trading hours on the SIX. Trading on the SGX-ST will be halted during the 90 minutes to allow for parity of information between exchanges.

Interested person transactions and acquisitions and realisations

The listing rules of the SIX do not have specific requirements equivalent to the listing rules of the SGX-ST in respect of interested person transactions and acquisitions and realizations, which are respectively found in Chapters 9 and 10 of the Listing Manual. The shareholder protection mechanisms behind these rules are, however, present in the Swiss regulatory regime asSwiss law requires the directors and executive officers to safeguard the interests of the company and, in this connection, imposes a duty of loyalty and duty of care on such persons. The board of directors of a Swiss company are to ensure that all transactions, including transactions which are covered under Chapters 9 and 10 of the Listing Manual, do not prejudice the Company’s interests and, inter alia, the interests of its shareholders. Members of the Board of Directors who act in violation of their statutory duties may become liable to the Company, its subsidiaries and its creditors for damage caused by an intentional or negligent violation of their duties.

Trading halts and delistings

The SIX listing rules governing trading suspensions share certain common features with those found in Chapter 13 of the Listing Manual. For instance, the SGX-ST may at any time grant a trading halt or suspend trading of the listed securities of an issuer at the request of the issuer. Similarly, listed companies on the SIX may apply to the SIX for a suspension of trading. Both the SIX and the SGX-ST have the discretion to suspend trading where it deems appropriate without a request from the issuer. Where delisting is concerned, however, the conditions and procedures prescribed by the two exchanges are different.

Please refer to Appendix G of the Introductory Document for a detailed comparison between selected rules of the Listing Manual and equivalent or similar provisions under the Swiss regulatory regime. Further details can also be found in the section entitled “Conditions of Listing on the SGX-ST” of the Introductory Document, which has been appended to this announcement for ease of reference.

Conditions of listing on the SGX-ST

In consideration of the Company’s long listing track record, large market capitalization and as majority of its Shares are held by public shareholders and institutional investors, the SGX-ST has approved the Company’s listing subject to the following conditions:

• the Company shall maintain our primary listing under the Main Standard of the SIX;
• the Company shall undertake that we will appoint an independent financial adviser (“IFA”) to advise the Board on interested person transactions accounting for 5% or more of the latest consolidated audited net tangible assets, and make an announcement on the transaction (together with the opinion from the IFA) promptly;
• the Company shall at the time of delisting from the SIX, maintain off-exchange trading for a period of no less than six months if there are equity securities still in the hands of Singapore retail investors; and
• the Company shall include in the Introductory Document and all corporate announcements, information to the effect that:
  • the Company is secondary listed on SGX-ST and is not subject to SGX-ST’s continuing listing requirements; and
  • the Company is subject to the listing rules of the SIX, which do not have specific requirements equivalent to the listing rules of the SGX-ST in respect of interested person transactions, acquisition and realisations and delisting.

The Shares will be traded under the book-entry settlement system of The Central Depository (Pte) Limited (“CDP”) and all Share transactions are settled via electronic transfers to and from securities accounts. CDP holds securities on behalf of investors in securities accounts. An investor may open a direct account with CDP or a securities sub-account with a depository agent (“Depository Agent”). The Depository Agent may be a member company of the SGX-ST, bank, merchant bank or trust company. Settlement in dealings through the CDP system may be effected only by Depository Agents or shareholders who have their own securities accounts with CDP, and must be made in accordance with the Terms and Conditions for Operation of Securities Account with CDP, as amended from time to time.

In order for investors holding Shares acquired on the SGX-ST and registered in the name of the CDP (“CDP nominees”) to exercise all ownership rights, including the voting rights attached to their Shares, CDP nominees will be registered on the Company’s share register and give voting instructions in accordance with the procedure described in the section entitled “Trading, Settlement and Registration of Our Shares” of the Introductory Document.

Dealings in the Shares will be due for settlement of trades on a normal “ready” basis on the SGX-ST, which generally takes place on the third market day following the transaction date.

Please refer to the section entitled “Trading, Settlement and Registration of Our Shares” of the Introductory Document for details on the trading and settlement of the Shares on the SGX-ST and transfer of Shares from the SIX system to the CDP system for trading on the SGX-ST.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN INVITATION OR OFFER TO SUBSCRIBE FOR AND/OR PURCHASE SHARES OF THE COMPANY.

The SGX-ST and the SIX assume no responsibility for the contents of this announcement or for the correctness of any of the statements or opinions made or reports contained in the Introductory Document.