NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA 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, SOUTH AFRICA OR ANY OTHER JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

ROTTERDAM, The Netherlands (12 November 2024, 17:45 CET) – IMCD N.V. (“IMCD” or “Company”) announces its intention to raise approximately EUR 300 million of gross proceeds through an accelerated bookbuilding offering of new ordinary shares (the “New Shares”) in the share capital of the Company (the “Capital Raise”). The EUR 300 million Capital Raise will result in pro-forma leverage of 2.3. The pro-forma leverage is based on the adjusted leverage ratio as of 30 September 2024, reported in the Company's press release of 8 November 2024.

• The new shares to be issued represent c. 3.5% of IMCD N.V.’s issued share capital and shall be issued under the existing shareholder authorization granted at the Company’s 2024 AGM
• The Capital Raise will be a primary accelerated bookbuild offering
• This Capital Raise will provide IMCD increased financial flexibility as well as further strengthen its balance sheet

The Capital Raise will comprise: the issuance of New Shares for approximately EUR 300 million, representing approximately 3.5% of the total issued share capital, which will be offered through an accelerated bookbuilding process to institutional investors (the “Placing”). The New Shares will be issued on a non-pre-emptive basis under the existing mandate by the Company’s shareholders provided at the most recent AGM on 14 May 2024. The Placing is being made outside the United States, exclusively to institutional investors in the European Economic Area or the United Kingdom and to certain institutional investors in other jurisdictions, and in the United States in transactions pursuant to an exemption from, or in transactions not subject to, the registration requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”) to qualified institutional buyers (as defined in Rule 144A under the Securities Act).

No prospectus will be published in connection with the Placing.

Attached, the full press release in PDF format.

Attachment

• Press release_IMCD N.V. capital raise