22.03.2018
Deutsche Rohstoff AG DE000A0XYG76
DGAP-Adhoc: Deutsche Rohstoff AG decides to issue convertible bonds
DGAP-Ad-hoc: Deutsche Rohstoff AG / Key word(s): Miscellaneous
Deutsche Rohstoff AG decides to issue convertible bonds
22-March-2018 / 17:40 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation
(EU) No 596/2014, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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Deutsche Rohstoff AG decides to issue convertible bonds
Not for direct or indirect circulation, publication or distribution in or to
the United States, Australia, Canada, South Africa or Japan or other
jurisdictions in which the distribution or publication is illegal.
Mannheim. The Management Board of Deutsche Rohstoff AG ("Deutsche Rohstoff"
or the "Company") today decided, with the approval of the Supervisory Board,
to issue non-subordinated, unsecured convertible bonds in a total nominal
amount of up to approximately EUR 14.5 million and with a term that runs
until 29 March 2023. The convertible bonds can initially be converted into
up to 506.307 new or existing ordinary Deutsche Rohstoff registered shares.
The shareholders' subscription rights are excluded.
The convertible bonds will have a term of 5 years and be issued at 100% of
their nominal amount of EUR 1,000.00 for each convertible bond and, unless
previously converted or repurchased and redeemed, will be repaid at their
nominal amount upon final maturity in accordance with their terms and
conditions. The interest coupon for the convertible bonds will range between
3.125% and 3.625% per annum and will be payable annually in arrears. The
conversion price will be between EUR 28.00 and EUR 28.50. The interest rate,
the total nominal amount and the initial conversion price will be determined
shortly in the context of an accelerated book-building procedure by ICF BANK
AG as sole lead manager and sole bookrunner. The aggregate principle amount
will be calculated after the above mentioned parameters have been
determined. The convertible bonds are expected to be issued on or about 29
March 2018 and will then be included in trading on the Open Market
(Freiverkehr) of the Frankfurt Stock Exchange.
According to the terms and conditions of the convertible bonds, Deutsche
Rohstoff will be entitled to terminate the convertible bonds at their
nominal amount (plus any accrued interest) on or after 29 March 2019 if the
price of the ordinary shares exceeds 130% of the then-current conversion
price during a particular period of time, or terminate them at any time if
no more than 20% of the originally issued total nominal amount of
convertible bonds are outstanding.
The convertible bonds will be exclusively offered to institutional investors
outside the United States of America, Canada, Australia, South Africa and
Japan or other countries where the offer or sale of securities is subject to
statutory restrictions. The minimum subscription volume for each investor
will be EUR 100,000.00.
Deutsche Rohstoff intends to invest the net proceeds from the issue for the
extensive growth financing of the groups US oil & gas activities.
IMPORTANT INFORMATION
NOT FOR DIRECT OR INDIRECT CIRCULATION, PUBLICATION OR DISTRIBUTION IN THE
UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN OR IN, OR TO PERSONS
IN, OTHER JURISDICTIONS IN WHICH THE DISTRIBUTION IS ILLEGAL.
This ad-hoc communication is solely designed for information purposes and is
not and does not contain any offer or invitation to sell or issue, or the
solicitation of an offer to purchase or subscribe for, securities and does
not form part of any such offer, invitation or solicitation and should not
be interpreted as such. In the context of this transaction there has not
been and will not be a public offer of the bonds. No prospectus will be
prepared in connection with the offer of the bonds. The bonds may not be
publicly offered in any jurisdiction under circumstances that require the
issuer of the bonds to prepare or file a prospectus or an offer document for
the bonds in the relevant jurisdiction.
The circulation of this ad-hoc communication and the offer and sale of the
bonds may be legally restricted in certain jurisdictions. Persons who read
this ad-hoc communication should obtain information about any such
restrictions themselves and comply with them.
This ad-hoc communication does not represent an offer to sell or the
solicitation of an offer to purchase securities in the United States. The
securities described herein have not been and will not be registered under
the U.S. Securities Act of 1933 (the "Securities Act"), as amended, or under
the laws of a state in the United States and may not be offered or sold in
the United States without registration or valid exemption from registration
or as part of a transaction for which the registration provisions of the
Securities Act do not apply. The bonds will not be offered in the United
States. This ad-hoc communication and the information that it contains may
not be distributed in or forwarded to the United States or other
jurisdictions in which the offer or the sale of the securities mentioned
herein is prohibited under applicable law, and should not be sent to
publications generally distributed in the United States. The bonds will be
exclusively offered and sold outside the United States in reliance on
"Regulation S" under the Securities Act.
To the extent that the offer cited in this communication is made in member
states of the European Economic Area (EEA) which have implemented the
Prospectus Directive (a "Relevant Member State"), the offer will be
exclusively directed at persons who are "qualified investors" within the
meaning of the Prospectus Directive ("Qualified Investors"). For the
purposes of this communication, the term "Prospectus Directive" means
Directive 2003/71/EC (and any amendments to it, including Directive
2010/73/EU).
In the United Kingdom, this communication is only directed at professional
investors within the meaning of Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (hereinafter referred to
as the "Order") and high net worth companies within the meaning of Article
49(2) of the Order, and all persons to whom it may legally be distributed in
any other way (these persons are jointly referred to as "Qualified
Persons"). The bonds will only be available to Qualified Persons and each
solicitation, offer or agreement to obtain, purchase or otherwise acquire
such securities will only be issued to or made with Qualified Persons.
Persons who are not Qualified Persons should not act with regard to or rely
on this communication or its contents under any circumstances.
Mannheim, 22 March 2018
Deutsche Rohstoff identifies, develops and divests attractive resource
projects in North America, Australia and Europe. The focus is on the
development of oil and gas opportunities within the United States. Metals,
such as gold, copper, rare earth elements, tungsten and tin complete our
portfolio. For more information please visit www.rohstoff.de.
Contact:
Deutsche Rohstoff AG
Thomas Gutschlag
Tel. +49 621 490 817 0
[email protected]
WKN A0XYG7
ISIN DE000A0XYG76
Listing Frankfurt Scale (Open Market)
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22-March-2018 CET/CEST 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: Deutsche Rohstoff AG
Q7, 24
68161 Mannheim
Germany
Phone: 0621 490 817 0
Fax: 0621 490 817 22
E-mail: [email protected]
Internet: www.rohstoff.de
ISIN: DE000A0XYG76, DE000A1R07G4,
WKN: A0XYG7, A1R07G
Indices: Scale 30
Listed: Regulated Unofficial Market in Berlin, Dusseldorf,
Frankfurt (Scale), Munich, Stuttgart, Tradegate Exchange
End of Announcement DGAP News Service
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667811 22-March-2018 CET/CEST
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