24.11.2015
AURELIUS AG DE000A0JK2A8
DGAP-News: AURELIUS SE & Co. KGaA Resolves on Issuance of Convertible Bonds
DGAP-News: AURELIUS AG / Key word(s): Issue of Debt
AURELIUS SE & Co. KGaA Resolves on Issuance of Convertible Bonds
24.11.2015 / 08:56
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES
OF AMERICA, CANADA, AUSTRALIA, SOUTH AFRICA, NEW ZEALAND OR JAPAN OR ANY
OTHER JURISDICTION IN WHICH SUCH OFFERS OR SALES WOULD BE PROHIBITED BY
APPLICABLE LAW. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT
NOTICE AT THE END OF THE PRESS RELEASE.
AURELIUS SE & Co. KGaA
Key Word(s): Issuance of Convertible Bonds
AURELIUS SE & Co. KGaA Resolves on Issuance of Convertible Bonds
Munich, November 24, 2015 - The Board of Directors of AURELIUS SE & Co.
KGaA ("AURELIUS" or the "Company"), with the approval of the Company's
Supervisory Board, resolved today on the offer of senior, unsecured
convertible bonds due 2020 (the "Bonds") with an aggregate principal amount
of approximately EUR175 million, convertible into new and/or existing
ordinary bearer shares with no par value (the "Shares") of the Company.
The Company intends to use the proceeds for pursuing investment
opportunities in line with the business model, to fund share repurchases in
line with its stated buyback programme and for general corporate purposes.
The Bonds will have an expected maturity date of 1 December 2020 (the
"Maturity Date"), be issued at 100% of their principal amount with a
denomination of EUR 100,000 per Bond and are expected to carry a coupon
between 0.375% to 1.000% paid on an annual basis.
The Bonds will be initially convertible into up to 3.17 million Shares of
the Company, representing up to 10.0% of the current share capital of the
Company, by making use of the authorisation to issue convertible bonds and
the conditional capital, under exclusion of the shareholders' subscription
rights. The initial conversion price is expected to be set at a premium of
between 30.0% and 37.5% above the reference share price, being the
volume-weighted average price on XETRA of Shares today. The interest rate,
the total nominal amount, the total number of bonds, the initial conversion
price and the conversion price premium are expected to be determined via an
accelerated bookbuilding over the course of today and to be announced
subsequently. The Bonds are expected to be issued by the Company on or
about 1 December 2015.
The Company will have the option to redeem the Bonds at their principal
amount (plus accrued but unpaid interest) in accordance with the terms and
conditions of the Bonds at any time (i) on or after 22 December 2018, if
the price of the Shares exceeds 130% of the then prevailing conversion
price over a specified period or (ii) if 20% or less of the aggregate
principal amount of the Bonds issued remains outstanding.
The Bonds will be placed privately solely with institutional investors
outside the US in reliance on Regulation S under the United States
Securities Act of 1933, as well as outside Canada, Australia, Japan, South
Africa, New Zealand and any other jurisdiction in which such distribution
would be prohibited by applicable law. It is intended for the Bonds to be
included in the Open Market (Freiverkehr) segment of the Frankfurt Stock
Exchange.
The Company has committed to a 3-month lock-up regarding further equity and
equity-linked transactions, subject to certain customary exceptions.
Berenberg and UBS Limited are acting as Joint Bookrunners.
About Aurelius
ABOUT AURELIUS
AURELIUS is one of the leading European investment groups. From its offices
in Munich, London, Stockholm and Madrid, AURELIUS acquires participations
with development potential. Once under the AURELIUS umbrella, the
acquisitions are given a long-term strategic orientation in order for them
to fully develop their potential.
Currently, the AURELIUS Group consists of 22 subsidiaries with locations in
Europe, Asia, and the U.S.A. These include numerous traditional consumer
brands, services businesses and a number of industrial enterprises.
Companies are acquired based on strict investment criteria without focusing
on any particular industry. Shares of AURELIUS SE & Co. KGaA are listed in
the m:access segment of the Munich Stock Exchange and are traded on all
German stock markets under ISIN DE000A0JK2A8.
To find out more, visit www.aureliusinvest.com
CONTACT
Anke Banaschewski
Investor Relations & Corporate Communications
Phone +49 (89) 544799 - 0
Fax +49 (89) 544799 - 55
[email protected]
Disclaimer
This publication may not be published, distributed or transmitted, directly
or indirectly, in the United States (including its territories and
possessions), Canada, Australia, South Africa, New Zealand or Japan or any
other jurisdiction where such an announcement would be unlawful. The
distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession this 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 publication does not constitute an offer of securities for sale, an
offer to purchase any securities or a solicitation of an offer to purchase
securities in the United States, Germany or any other jurisdiction. 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. The securities mentioned herein (including the
convertible bonds and the Aurelius SE & Co. KGaA shares to be delivered at
conversion) may not be offered or sold in the United States absent
registration or an exemption from registration under the U.S. Securities
Act of 1933, as amended. Aurelius SE & Co. KGaA does not intend to register
any portion of any offering of its securities in the United States or to
conduct an offering of its securities in the United States.
In the United Kingdom, this document is only being distributed to and is
only directed at persons who (i) are investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are
persons falling within Article 49(2)(a) to (d) of the Order (high net worth
companies, unincorporated associations, etc.) (all such persons together
being referred to as "Relevant Persons"). This document is directed only at
Relevant Persons and must not be acted on or relied on by persons who are
not Relevant Persons. Any investment or investment activity to which this
document relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons.
In member states of the European Economic Area which have implemented the
Prospectus Directive (each, a "Relevant Member State"), this announcement
and any offer if made subsequently is directed exclusively at persons who
are "qualified investors" within the meaning of the Prospectus Directive.
For these purposes, the expression "Prospectus Directive" means Directive
2003/71/EC (and amendments thereto, including the 2010 PD Amending
Directive, to the extent implemented in a Relevant Member State), and
includes any relevant implementing measure in the Relevant Member State and
the expression "2010 PD Amending Directive" means Directive 2010/73/EU.
No action has been taken that would permit an offering of the securities or
possession or distribution of this announcement in any jurisdiction where
action for that purpose is required. Persons into whose possession this
announcement comes are required to inform themselves about and to observe
any such restrictions.
This information contains forward-looking statements that are based upon
current views and assumptions of the Aurelius SE & Co. KGaA management,
which were made to its best knowledge. Forward-looking statements are
subject to known and unknown risks, uncertainties and other factors which
could cause the earnings position, profitability, performance or the
results of Aurelius SE & Co. KGaA or the success of the housing industry to
differ materially from the earnings position, profitability, performance or
the results expressly or implicitly assumed or described in these
forward-looking statements. In consideration of these risks, uncertainties
and other factors, persons receiving these documents are advised not to
unreasonably rely on these forward-looking statements. Aurelius SE & Co.
KGaA does not assume any obligation to update such forward-looking
statements and to adjust them to any future results and developments.
In connection with any offering of the convertible bonds of Aurelius SE &
Co. KGaA (the "Bonds"), BERENBERG and UBS Investment Bank (together, the
"Joint Bookrunners") and any of their respective affiliates acting as an
investor for their own account may take up as a proprietary position any
Bonds and in that capacity may retain, purchase or sell for their own
account such Bonds. In addition any of the Joint Bookrunners or its
affiliates may enter into financing arrangements and swaps with investors
in connection with which such Joint Bookrunner (or its affiliates) may from
time to time acquire, hold or dispose of Bonds. The Joint Bookrunners do
not intend to disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory obligation to do
so.
The Joint Bookrunners are acting on behalf of Aurelius SE & Co. KGaA and no
one else in connection with any offering of the Bonds and will not be
responsible to any other person for providing the protections afforded to
clients of the respective Joint Bookrunners nor for providing advice in
relation to any offering of the Bonds.
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