Head N.V. is offering to sell nearly 200 million new shares, or more than double its existing number, to existing shareholders at a nominal value of €0.01 each at an issue price of €0.05 per offer share.
Holders of ordinary shares in the capital of the company having a nominal value of €0.01 as at the record date will be granted the non-transferable entitlement to subscribe for the offer shares pro rata to their holdings of ordinary shares at the issue price per offer share, subject to applicable securities laws and other terms. Each eligible person will be entitled to subscribe for 2.267 offer shares for each ordinary share held on the record date (rounded down to the nearest Offer Share). An entity controlled by Head's controlling shareholder has undertaken to purchase any offer shares not subscribed by the eligible persons.
Settlement of the offering is conditional upon the passing of certain resolutions to facilitate the offering (the Resolutions). To this end, an extraordinary general meeting of shareholders will be convened (the EGM). If any of the resolutions is not passed on or before June 1, 2011 the offering will be withdrawn.
Shareholders owning more than 50% of Head's voting rights have irrevocably committed to vote in favor of the Resolutions. On the tenth anniversary of issue, each offer share then outstanding will automatically convert into 5 ordinary shares without any further action of the holders of the offer shares required.
Early conversion is possible upon a resolution to that effect by the meeting of holders of ordinary shares (excluding holders of offer shares in respect of their holding of offer shares) adopted with a simple majority of all votes cast. Redemption of all issued and outstanding offer shares is possible with the approval of the meeting of holders of offer shares in accordance with the provisions of the company's articles of association.
If offer shares are cancelled, each holder of offer shares will be paid, per offer share, a redemption price equal to the issue price of the offer share. The redemption price will be paid in cash in euro.