PRESS RELEASE | AMSTERDAM, 1 December 2025, 7:00 am - Theon International (Euronext: THEON)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION.
This announcement is an advertisement relating to the intention of Theon International Plc to proceed with the Rights Offering (as defined below) and the admission to listing and trading of the Rights and the New Shares (each as defined below). This announcement is not a prospectus and does not constitute an offer to sell or the solicitation of an offer to purchase the securities described herein, nor shall there be any sale of the securities referred to herein in or into any jurisdiction where such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Neither this communication nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Any offer to acquire shares pursuant to the Offering (as defined below) will be made, and any investor should make its investment decision solely on the basis of, publicly available information.
THEON launches a share capital increase by way of a rights offering of approximately €150 million
The Company’s majority shareholders Venetus Limited and CHRE Investments Limited (the "Committing Shareholders”), which hold approx. 61.4% and 9.6% of the voting rights, respectively, and are holding companies of the Company’s founder and CEO C. Hadjiminas, have irrevocably committed to subscribe for approx. €107 million of New Shares at the Subscription Price, exercising their pro-rata entitlement (the "Committed Shares").
On October 11, 2025, the Company announced that it had entered into a definitive agreement with HLD Europe SCA, Invest Prince Henri SCA and Invest Gamma Sarl, investment companies belonging to Groupe HLD ("HLD”), to purchase a 9.8% stake in Exosens SA ("EXOSENS”) for a cash consideration of €268.7 million corresponding to €54.0 per share (the "EXOSENS Acquisition"). EXOSENS is a leading French company specializing in advanced electro-optical technologies, including light amplification, detection and imaging systems. EXOSENS shares trade on the regulated market of Euronext Paris, where EXOSENS has been listed since June 2024. Following the completion of the EXOSENS Acquisition, the Company will become the second largest shareholder in EXOSENS, after HLD. The closing of the EXOSENS Acquisition remains subject to regulatory notifications in a selected number of countries and is expected to take place in the first quarter of 2026.
In conjunction with the announcement of the EXOSENS Acquisition, the Company had announced the intention to pursue a potential equity raise and, in light of the above, the net proceeds of the New Shares issued in the Offering, expected to be approx. €146 million, will be used by the Company to partly finance the EXOSENS Acquisition.
THEON is offering 8,624,645 new ordinary shares with a nominal value of €0.01 each (the "New Shares”) at an issue price of €17.40 per share (the "Subscription Price”). Existing shareholders will be granted 1 Right per existing Ordinary Share held at the Record Date. Each 8 Rights allow the holder thereof to subscribe for 1 New Share.
Based on the closing price of €26.10 per Ordinary Share on Euronext Amsterdam on 28 November 2025 and 70,000,000 issued Ordinary Shares at that date, the Subscription Price of €17.40 per New Share represents a discount of 30.8% to the theoretical ex-rights price ("TERP”) of €25.15 per Ordinary Share.