Heidelberger Druckmaschinen AG / Key word(s): Bond/Issue of Debt 02.07.2013 18:05 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a company of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA OR ANY JURISDICTION IN WHICH SUCH PUBLICATION, DISTRIBUTION OR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 Heidelberger Druckmaschinen Aktiengesellschaft, Heidelberg, 2 July 2013 HEIDELBERGER DRUCKMASCHINEN AKTIENGESELLSCHAFT announces the issuance of convertible notes The Management Board of Heidelberger Druckmaschinen Aktiengesellschaft resolved today, with the consent of the Supervisory Board, to issue unsubordinated, unsecured convertible notes convertible into shares of Heidelberger Druckmaschinen Aktiengesellschaft. The convertible notes (each with denomination of EUR 100,000) will be offered in an accelerated bookbuilding only to institutional investors outside the US or any other jurisdiction in which offers or sales of the securities would be prohibited by applicable law. The issue size will be up to EUR 60 million. The Convertible Notes will be convertible into up to 22,900,763 no-par value shares (this corresponds to 9.776 percent of the current share capital of the Company). The Convertible Notes will have a maturity of 4 years with an early redemption option of the Company upon the occurrence of certain conditions. The Convertible Notes will be issued and redeemed at 100 percent of their principal amount. The coupon will be between 7.50 percent and 8.50 percent p.a., payable quarterly in arrears. The initial conversion price is set at EUR 2.62. The pre-emptive rights of existing shareholders of Heidelberger Druckmaschinen Aktiengesellschaft have been excluded. Pricing for the convertible bonds is expected to take on July 3, 2013, with settlement on or around July 10, 2013. BofA Merrill Lynch and MainFirst Bank AG are acting as Joint Bookrunners and Joint Lead Managers for the placement of the Convertible Notes. The Company intends to apply for the inclusion of the Convertible Notes to trading on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange. The Company plans to use the proceeds from the issue of the Convertible Notes for general corporate financing purposes. HEIDELBERGER DRUCKMASCHINEN AKTIENGESELLSCHAFT - The Management Board Important note: The distribution of this announcement 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 an offer of, or the solicitation of an offer to buy, shares or convertible notes to any person in the United States of America, Italy, Australia, Canada, South Africa or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The convertible notes have not been and will not be registered under the Securities Act of 1933, as amended (the 'Securities Act') and may not be offered or sold in the United States of America absent registration or an applicable exemption from the registration requirements under the Securities Act. This announcement contains forward-looking statements based on assumptions and estimations by the Management Board of Heidelberger Druckmaschinen Aktiengesellschaft. Even though the Management Board is of the opinion that those assumptions and estimations are realistic, the actual future development and results may deviate substantially from these forward-looking statements due to various factors, such as changes in the macro-economic situation, in the exchange rates, in the interest rates and in the print media industry. Heidelberger Druckmaschinen Aktiengesellschaft gives no warranty and does not assume liability for any damages in case the future development and the projected results do not correspond with the forward-looking statements contained in this press release. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. Contact: Heidelberger Druckmaschinen AG Corporate Public Relations Thomas Fichtl Phone: +49 (0)6221 92 5900 Mobile: +49 (0)173 318 69 47 Fax: +49 (0)6221 92 5088 E-Mail: [email protected] Investor Relations Robin Karpp Phone: +49 (0)6221 92-6020 Fax: +49 (0)6221 92-5189 E-mail: [email protected] --------------------------------------------------------------------------- Information and Explaination of the Issuer to this News: July 2, 2013 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 Heidelberg resolves the issuance of a convertible bond to optimize its financing structure - Heidelberg plans the placement of a convertible bond in the amount of up to EUR 60 million - Term of 4 years improves maturity profile - New element of capital market financing - Proceeds from the offering to be used for general corporate financing purposes Heidelberger Druckmaschinen Aktiengesellschaft (Heidelberg) intends to further optimize its existing financing structure. For this purpose, the company's Management Board resolved today, with the consent of theSupervisory Board, to issue a convertible bond with conversion rights into Heidelberg shares. The convertible bond has a maturity of 4 years and an issue size of up to EUR 60 million. It will be convertible into up to 22,900,763 no-par value shares (corresponding to 9.776 percent of the company's current share capital). 'The convertible bond will diversify our financing framework and at the same time further improve our maturity profile', said Dirk Kaliebe, the company's CFO. 'It is a new element in Heidelberg's corporate financing and provides an opportunity to optimize our capital structure.' With the planned issuance of the convertible bond, and by utilizing the Contingent Capital 2012, Heidelberg avails itself of the currently attractive capital market environment for a partial repayment of the syndicated credit line and for general corporate financing purposes. Upon the occurrence of certain conditions, the convertible bond has an early redemption option of the Company. The coupon will be between 7.50 percent and 8.50 percent p. a., payable quarterly in arrears. The initial conversion price is set at EUR 2.62. The subscription rights of existing shareholders of Heidelberger Druckmaschinen Aktiengesellschaft are excluded. Pricing for the convertible bond is expected to take place on July 3, 2013, with settlement on or around July 10, 2013. BofA Merrill Lynch and MainFirst Bank AG are acting as Joint Bookrunners and Joint Lead Managers for the offering of the convertible bond. The convertible bond will be offered in an accelerated bookbuilding only to institutional investors outside the US or any other jurisdiction in which offers or sales of the securities would be prohibited by applicable law. The company intends to apply for the inclusion of the convertible bond to trading on the open market (Freiverkehr) of the Frankfurt Stock Exchange. Subsequent to the planned issuance Heidelberg's financing structure will basically consist of a syndicated credit line totaling around EUR 420 million with a term until the end of 2014, the convertible bond in the amount of up to EUR 60 million maturing in mid-2017 and a high-yield bond of EUR 304 million with a maturity until April 2018. 'Heidelberg's funding requirements shall be covered by medium- to long-term capital market instruments', says Dirk Kaliebe. 'Combined with the revolving credit facility, these instruments will serve to secure a stable liquidity framework.' For images and further information on the company, please refer to the Press Lounge of Heidelberger Druckmaschinen AG at www.heidelberg.com. For further information, please contact: Heidelberger Druckmaschinen AG Corporate Public Relations Thomas Fichtl Phone: +49 (0)6221 92-5900 Fax: +49 (0)6221 92-5088 E-mail: [email protected] Investor Relations Robin Karpp Phone: +49 (0)6221 92-6020 Fax: +49 (0)6221 92-5189 E-mail: [email protected] Important note: The distribution of this announcement 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 an offer of, or the solicitation of an offer to buy, shares or convertible notes to any person in the United States of America, Italy, Australia, Canada, South Africa or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The convertible notes have not been and will not be registered under the Securities Act of 1933, as amended (the 'Securities Act') and may not be offered or sold in the United States of America absent registration or an applicable exemption from the registration requirements under the Securities Act. Merrill Lynch International and MainFirst Bank AG are acting exclusively for Heidelberger Druckmaschinen Aktiengesellschaft and no-one else in connection with the convertible notes offering. They will not regard any other person as their respective clients in relation to the convertible notes offering and will not be responsible to anyone other than Heidelberger Druckmaschinen Aktiengesellschaft for providing the protections afforded to their respective clients, nor for providing advice in relation to the convertible notes offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein. In connection with the convertible notes offering, Merrill Lynch International and MainFirst Bank AG and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase convertible notes of Heidelberger Druckmaschinen Aktiengesellschaft and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such convertible notes and other securities of Heidelberger Druckmaschinen Aktiengesellschaft or related investments in connection with this convertible notes offering or otherwise. Merrill Lynch International and MainFirst Bank AG 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 Merrill Lynch International and MainFirst Bank AG 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). This announcement contains forward-looking statements based on assumptions and estimations by the Management Board of Heidelberger Druckmaschinen Aktiengesellschaft. Even though the Management Board is of the opinion that those assumptions and estimations are realistic, the actual future development and results may deviate substantially from these forward-looking statements due to various factors, such as changes in the macro-economic situation, in the exchange rates, in the interest rates and in the print media industry. Heidelberger Druckmaschinen Aktiengesellschaft gives no warranty and does not assume liability for any damages in case the future development and the projected results do not correspond with the forward-looking statements contained in this press release. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. 02.07.2013 DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: Heidelberger Druckmaschinen AG Kurfürsten-Anlage 52-60 69115 Heidelberg Germany Phone: +49 (0)6221 92-60 22 Fax: +49 (0)6221 92-51 89 E-mail: [email protected] Internet: www.heidelberg.com ISIN: DE0007314007 WKN: 731400 Indices: SDAX Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, Hamburg, Hannover, München, Stuttgart End of Announcement DGAP News-Service ---------------------------------------------------------------------------