01.09.2016
Klöckner & Co. SE DE000KC01000
DGAP-News: Klöckner & Co SE prices convertible bond offering
DGAP-News: Klöckner & Co. SE / Key word(s): Issue of Debt
Klöckner & Co SE prices convertible bond offering
01.09.2016 / 18:40
The issuer is solely responsible for the content of this announcement.
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES
OF AMERICA, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH
SUCH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.
- Convertible bond with coupon of 2.00% p.a. and 7 years maturity
- Conversion price set at EUR 14.82 / premium of 27.5%
- Proceeds of EUR 147.8 million for general corporate purposes
Duisburg, Germany, September 1, 2016 - The Management Board of Klöckner &
Co SE ("Klöckner & Co") announces the successful placement of EUR 147.8
million unsubordinated unsecured convertible bonds (the "Bonds"). The Bonds
were offered only to institutional investors outside of the U.S. Klöckner &
Co intends to use the proceeds from the issue of the Bonds for general
corporate purposes.
The Bonds will be issued by Klöckner & Co Financial Services S.A. (the
"Issuer"), a wholly-owned Luxembourg-based subsidiary of Klöckner & Co,
guaranteed by Klöckner & Co, and will be convertible into new or existing
ordinary registered shares of Klöckner & Co.
Following today's accelerated book-building, the semi-annual coupon was set
at 2.00% per annum and the conversion premium was fixed at 27.5%,
corresponding to an initial conversion price of EUR 14.82, being the volume
weighted average XETRA price of Klöckner & Co's shares between launch and
pricing of the accelerated book-building process multiplied by 1 plus the
conversion premium.
As a result of the above, the total placement volume is EUR 147.8 million
with 9.973 million shares (initially) underlying the Bonds. The Bonds will
have a maturity of seven years. 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 in cash.
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 September 29, 2021, and thereafter only if the share
price of Klöckner & Co (over a specified period) exceeds 130% of the then
prevailing conversion price.
The pre-emptive rights of shareholders of Klöckner & Co to subscribe for
the Bonds have been excluded. The Issuer intends to apply for admission of
the Bonds to trading in the Open Market (Freiverkehr) segment of the
Frankfurt Stock Exchange.
BNP Paribas and Credit Suisse Securities (Europe) Limited are acting as
Joint Bookrunners. Commerzbank AG, HSBC, Landesbank Baden-Württemberg and
UniCredit Bank AG are acting as Co-Lead Managers.
*****
IMPORTANT NOTE
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.
*****
About Klöckner & Co:
Klöckner & Co is one of the largest producer-independent distributors of
steel and metal products and one of the leading steel service center
companies worldwide. Based on its distribution and service network of
around 200 locations in 14 countries, the Group supplies more than 140,000
customers. In addition to companies in the construction industry as well as
machinery and mechanical engineering, Klöckner & Co serves customers in the
automotive and chemical industry, in shipbuilding and in fields of
household appliances, consumer goods and energy. Currently Klöckner & Co
has around 9,200 employees. The Group had sales of around EUR6.4 billion in
fiscal 2015.
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]
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01.09.2016 Dissemination of a Corporate News, transmitted by DGAP - a
service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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 News DGAP News Service
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498137 01.09.2016
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