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The public offering of Marel to commence on 29 May 2019

Marel hf. (the “Company” or “Marel”) holds a public offering in relation to its planned listing on Euronext Amsterdam.

The Offering consists of:

  1. A public offering in Iceland
  2. A public offering in the Netherlands
  3. Private placements to certain institutional investors in various jurisdictions

The offer period in respect of the public offerings in Iceland and the Netherlands will start on 29 May 2019 at 7:00 GMT and end on 5 June 2019 at 15:30 GMT. The institutional offering will start on 29 May 2019 at 7:00 GMT and end on 6 June 2019 11:00 GMT, both subject to shortening or extensions.

The offering is comprised of 90,909,091 newly issued shares, and 9,090,909 shares will be, if exercised, issued as a part of an overallotment option granted by Marel. Assuming the overallotment option is exercised in full, the offering will comprise of up to 100,000,000 shares, equivalent to approximately 15% of Marel’s total issued share capital.

The total share capital of the Company prior to the share increase is ISK 671,007,916 represented by 671,007,916 shares, each with a par value of ISK 1.00. The ticker is MAREL and the ISIN is IS0000000388.

The indicative price range for the offer shares will be between EUR 3.40 to EUR 3.90 per share. The offer price will be determined by the Company, after the end of the offer period.

In Iceland the minimum size of orders is restricted to offer shares with a purchase value equal to EUR 1,000.

Funds and accounts under management by Blackrock and Credit Suisse Asset Management (Switzerland) Ltd. have committed to subscribe throughout the offer price range. The total combined commitments correspond to up to EUR 102 million, representing 226.2-28.6% of the offer shares, and 3.4-3.7% of the company’s outstanding share capital following completion of the offering. Each cornerstone investor’s commitment is subject to a maximum offer price of EUR 3.90 per share and other customary conditions.

Allotment to investors who have placed orders for offer shares will be determined by the Company.

There will be a preferential allocation of offer shares to retail investors in accordance with applicable law and regulations. Each retail investor will be allocated the first 1,350 (or fewer) offer shares for which such investor applies. However, if the total number of offer shares subscribed for by retail investors under the preferential retail allocation would exceed 10% of the total number of the offer shares in aggregate, assuming no exercise of the overallotment option, the preferential allocation to each retail investor may be reduced pro rata to the first 1,350 (or fewer) offer shares for which such investor applies. As a result, retail investors may not be allocated all of the first 1,350 (or fewer) offer shares for which they apply. The exact number of offer shares allocated to retail investors will be determined after the offer period has ended.

The allocation of the offer shares is expected to take place after termination of the offer period on or about 6 June 2019.

The offer price will be set in EUR and, for the public offer in Iceland, the purchase price will be converted into ISK based on the official exchange selling rate of EUR/ISK as published by the Central Bank of Iceland on the date of allocation expected to be on or around 6 June 2019.

The offer shares will be delivered in EUR through the book-entry system of Euroclear Nederland.

Application has been made to list and admit all of the offer shares to trading under the symbol “MAREL” on Euronext Amsterdam. The first expected day of conditional trading of the offer shares (conditional on admission) on Euronext Amsterdam is on or around 7 June 2019, and the first expected day of unconditional trading of the offer shares on the regulated markets of Euronext Amsterdam is on or around 12 June 2019, being also the expected date of admission.

Citi and J.P. Morgan are acting as Joint Global Coordinators for the planned offering and dual listing. ABN Amro, ING and Rabobank are acting as Joint Bookrunners. Arion Bank and Landsbankinn are acting as Joint-Lead Managers and Icelandic Retail Managers. STJ Advisors is acting as independent financial advisor to Marel on the dual listing.

For further information regarding Marel, the offer shares, risk factors and the terms of the offering, refer to Marel‘s Prospectus dated 28 May 2019.

The above is an extract from the Prospectus. If any discrepancies occur, the Prospectus shall prevail.