NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA OR ANY JURISDICTION IN WHICH SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE PROHIBITED BY APPLICABLE LAW
This announcement is not a prospectus and not an offer of securities for sale in any jurisdiction, including in or into the United States, Canada, Japan, Australia or any jurisdiction in which offers or sales of the securities would be prohibited by applicable law. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction.
Heidelberger Druckmaschinen Aktiengesellschaft resolves the issuance of convertible bonds to improve its financing structure
The Management Board of Heidelberger Druckmaschinen Aktiengesellschaft (Heidelberg) resolved today, with the consent of the Supervisory Board, to launch the offering (the "Offering") of senior, unsecured convertible bonds, due March 2022, for an aggregate nominal amount of up to EUR 58.6 million (the "Bonds") and by excluding shareholders' pre-emptive rights.
With the planned issuance of the Bonds, Heidelberg intends to further improve its existing financing structure and will avail itself of the currently attractive capital market environment for a partial redemption of an outstanding high yield bond.
The Bonds will have a maturity of 7 years and will be issued and redeemed at 100 % of their principal amount. The Bonds will be offered with a coupon between 5.5 % and 6.5 % per annum, payable quarterly in arrear, and a conversion premium between 25 % – 30 % above the reference share price, being the volume-weighted average price of the Shares on XETRA between launch and pricing of the Offering.
Heidelberg will have the option to redeem all of the Bonds at their principal amount plus accrued interest on or after April 20, 2018, in accordance with the terms and conditions of the Bonds, if the value of the underlying Shares exceeds 130 % of the Bonds’ principal amount over a specified period. Holders of the Bonds will have the option to require an early redemption of their Bonds on March 30, 2020 at their principal amount plus accrued interest.
Unless previously redeemed, or purchased and cancelled, the Bonds will be convertible at the option of the holder into Shares.
Pricing for the Bonds is expected to take place on March 25, 2015, following an accelerated bookbuilding process, with settlement on or around March 30, 2015.
Deutsche Bank, BNP Paribas, Commerzbank and LBBW are acting as Joint Bookrunners and Joint Lead Managers for the Offering of the Bonds. The Bonds will be offered only to institutional investors outside the United States, Canada, Japan, Australia or any other jurisdiction in which offers or sales of the securities would be prohibited by applicable law.
Heidelberg intends to apply for the inclusion of the Bonds to trading on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange.
For further information, please contact:
Heidelberger Druckmaschinen AG
Corporate Public Relations
Phone: +49 (0)6222 82-67123
Fax: +49 (0)6222 82-67129
Phone: +49 (0)6222 82-67120
Fax: +49 (0)6222 82-99 67120
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. No prospectus will be prepared in connection with the offering of the securities referred to herein. The securities referred to herein may not be offered to the public in any jurisdiction in circumstances which would require Heidelberg, Deutsche Bank, BNP Paribas, Commerzbank and LBBW or any of their respective affiliates, or any person acting on behalf of thereof, to prepare or register any prospectus or offering document relating to the securities referred to herein in such jurisdiction.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States. The distribution of this announcement and the offer and sale of the securities referred to herein may be restricted by law in certain jurisdictions. and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not contain or constitute or form part of, and should not be construed as, an offer or invitation to sell, or the solicitation of an offer to buy or subscribe for, any securities to any person in the United States, Canada, Japan, Australia or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended or the laws of any state within the United States or under the applicable securities laws of Canada, Japan or Australia, and may not be offered or sold in the United States, unless registered under the Securities Act or offered and sold in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in United States, Canada, Japan, Australia or to, or for the account or benefit of, any national, resident or citizen of United States, Canada, Japan or Australia. There will be no public offer of the securities referred to herein in the United States, Canada, Japan or Australia.
The offer referred to herein when made in member states of the European Economic Area ("EEA") which have implemented the Prospectus Directive (each, a "relevant member state"), is only addressed to and directed at persons who are "qualified investors" as defined in the Prospectus Directive ("Qualified Investors"). For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including by Directive 2010/73/EU, as amended).
In the United Kingdom, this announcement is directed only at, Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) who fall within Article 49(2)(a) to (d) of the Order, and (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons, and (ii) in any member state of the European Economic Area other than the United Kingdom, by persons who are not Qualified Investors.
This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect Heidelberg’s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward-looking statements speak only as of the date they are made.
Each of Heidelberg, Deutsche Bank, BNP Paribas, Commerzbank and LBBW and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise.
No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change.
The date of admission of the convertible bonds and the shares issued upon conversion to trading may be influenced by things such as market conditions. There is no guarantee that admission will occur and you should not base your financial decisions on Heidelberg's intentions in relation to admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the convertible bond offering. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the convertible bonds offering for the person concerned.
Deutsche Bank AG, Commerzbank AG and LBBW are authorised under German Banking Law and authorised and subject to supervision by the European Central Bank ("ECB"). Details about the extent of Deutsche Bank AG’s, Commerzbank AG’s and LBBW’s authorisation and supervision by the ECB are available on request.
BNP Paribas London Branch is lead supervised by the ECB and the Autorité de Contrôle Prudentiel et de Résolution ("ACPR"). BNP Paribas London Branch is authorised by the ECB, the ACPR and the Prudential Regulation Authority and subject to limited regulation by the Financial Conduct Authority and Prudential Regulation Authority.
Deutsche Bank, BNP Paribas, Commerzbank and LBBW are acting exclusively for Heidelberg and no-one else in connection with the offering of the securities referred to herein. They will not regard any other person as their respective clients in relation to such offering and will not be responsible to anyone other than Heidelberg for providing the protections afforded to their respective clients, or for providing advice in relation to such securities, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the offering of the securities referred to herein, Deutsche Bank, BNP Paribas, Commerzbank and LBBW and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase convertible bonds of Heidelberg and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such securities and any other securities of Heidelberg or any related investments and may offer or sell such securities or other investments otherwise than in connection with the offering of the securities referred to herein. Deutsche Bank, BNP Paribas, Commerzbank and LBBW do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
None of Deutsche Bank, BNP Paribas, Commerzbank and LBBW or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to Heidelberg, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
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