01.09.2016
Klöckner & Co. SE DE000KC01000
DGAP-Adhoc: Klöckner & Co launches offer of approx. EUR 150 million Guaranteed Senior Unsecured Convertible Bonds due 2023 convertible into shares of Klöckner & Co
Klöckner & Co. SE / Key word(s): Issue of Debt
01.09.2016 08:12
Disclosure of an inside information according to Article 17 MAR,
transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES
OF AMERICA, CANADA, AUSTRALIA AND JAPAN OR ANY JURISDICTION IN WHICH OFFERS
OR SALES OF THE SECURITIES WOULD BE PROHIBITED BY APPLICABLE LAW
Duisburg, Germany, September 1, 2016 - The Management Board of Klöckner &
Co SE ("Klöckner & Co") resolved today, with the approval of the
Supervisory Board, to launch an offering (the "Offering") of unsubordinated
unsecured convertible bonds (the "Bonds"). The Bonds will be issued by
Klöckner & Co Financial Services S.A. (the "Issuer"), a wholly-owned
Luxembourg subsidiary of Klöckner & Co, guaranteed by Klöckner & Co, and
will be convertible into new or existing no par value ordinary registered
shares of Klöckner & Co. The Bonds will be offered only to institutional
investors outside of the U.S. The pre-emptive rights of shareholders of
Klöckner & Co to subscribe to the Bonds will be excluded. Klöckner & Co
intends to use the proceeds from the issue of the Bonds for general
corporate purposes.
The offering size will be approximately EUR 150 million with up to 9.98
million shares underlying the Bonds. The Bonds will have a maturity of
seven years and will be issued at 100% of the principal amount with a
denomination of EUR 100,000 per Bond. Settlement and delivery of the Bonds
are expected to take place on September 8, 2016 (the "Settlement Date").
The Bonds will be redeemed at par at maturity in cash.
The conversion price will be set at a premium between 25% and 30% above the
volume weighted average XETRA price of Klöckner & Co's shares between the
launch today and pricing of the Offering which is also intended to take
place later today.
The coupon is expected to be between 1.75% and 2.50% per annum and, like
the conversion premium, will be determined during an accelerated
bookbuilding which is planned to take place today.
Holders of the Bonds will be entitled to require an early redemption of the
Bonds on the fifth anniversary after the Settlement Date at the principal
amount together with accrued interest. The Issuer cannot call the Bonds for
redemption before the fifth anniversary of the Settlement Date, and
thereafter only if the share price of Klöckner & Co (over a specified
period) exceeds 130% of the then prevailing conversion price.
The Issuer intends to apply for the admission of the Bonds to trading in
the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange.
*****
IMPORTANT NOTICE
The information contained in this announcement is for information 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. 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. 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 Klöckner & Co or any of its affiliates, or any person acting
on behalf of Klöckner & Co or any of its affiliates, to prepare or register
any prospectus or offering document relating to the securities referred to
herein in such jurisdiction.
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 reading this announcement 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 is not for publication or distribution, directly or
indirectly, in or into the United States, Australia, Canada or Japan or in
any jurisdiction in which offers or sales of the securities referred to
herein would be prohibited by applicable laws. The securities referred to
herein have not been and will not be registered under the U.S. Securities
Act of 1933, as amended (the "Securities Act"), or the laws of any state
within the United States or under the applicable securities laws of
Australia, Canada or Japan, 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 Australia, Canada or Japan
or to, or for the account or benefit of, any national, resident or citizen
of Australia, Canada or Japan. There will be no public offer of the
securities referred to herein in the United States, Australia, Canada or
Japan.
The offer referred to herein when made in member states of the European
Economic Area (the "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 (the "Qualified Investors")). 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.
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 EEA 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". Forward-looking statements may and often do
differ materially from actual results. Any forward-looking statements
reflect Klöckner & Co'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 Klöckner & Co 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.
Klöckner & Co and its 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.
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Information and Explanation of the Issuer to this News:
Issuer: Klöckner & Co SE, Am Silberpalais 1, 47057 Duisburg, Germany
The shares of Klöckner & Co SE are admitted to trading on the regulated
market segment (Regulierter Markt) of the Frankfurt Stock Exchange
(Frankfurter Wertpapierbörse) with further post-admission obligations
(Prime Standard). Klöckner & Co shares are listed in the SDAX(R)-Index of
Deutsche Börse.
ISIN: DE000KC01000; WKN: KC0100; Common Code: 025808576.
Contact person Klöckner & Co SE:
Christian Pokropp - Press Spokesperson
Head of Investor Relations & Corporate Communications
Phone: +49 203 3072050
Fax: +49 203 3075025
Email: [email protected]
01.09.2016 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Archive at www.dgap.de
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Language: English
Company: Klöckner & Co. SE
Am Silberpalais 1
47057 Duisburg
Germany
Phone: +49 (0)203 / 307-0
Fax: +49 (0)203 / 307-5000
E-mail: [email protected]
Internet: www.kloeckner.com
ISIN: DE000KC01000
WKN: KC0100
Indices: SDAX
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated
Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover,
Munich, Stuttgart, Tradegate Exchange
End of Announcement DGAP News-Service
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