Salzgitter AG / Key word(s): Issue of Debt 02.06.2015 07:51 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA, CANADA, ITALY, AUSTRALIA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. This announcement is not a prospectus and does not constitute an offer of securities for sale in any jurisdiction, including in or into the United States of America, Canada, Italy, Australia, South Africa or Japan or any other jurisdiction in which offers or sales of the securities would be prohibited by applicable law. 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. Salzgitter AG launches convertible bond offering of up to EUR 170 million The Management Board of Salzgitter AG, with the approval of the Supervisory Board, resolved today to issue senior, unsecured convertible bonds (the "Bonds"). The Bonds will be issued by Salzgitter Finance B.V. (the "Issuer"), a wholly-owned Dutch subsidiary of Salzgitter AG, will be guaranteed by Salzgitter AG, and will be convertible into Salzgitter AG ordinary shares (the "Shares"). The Bonds will be offered in an accelerated bookbuilding only to institutional investors outside the United States of America, Canada, Italy, Australia, South Africa and Japan or any other jurisdiction in which offers or sales of the securities would be prohibited by applicable law. The pre-emptive rights of shareholders of Salzgitter AG to subscribe to the Bonds are excluded. The total offering size will be up to EUR 170 million, convertible into up to 3.550.457 underlying Shares, representing approximately 5.9% of the current share capital of Salzgitter AG. With this transaction Salzgitter AG diversifies its funding sources and intends to use the proceeds from the sale of the convertible bonds for general corporate purposes. The Bonds will have a maturity of seven years. Holders of the Bonds will be entitled to require an early redemption of their Bonds on the fifth anniversary of their issue, at the principal amount. The Issuer will be entitled to redeem the Bonds from 5 June 2018 in accordance with the terms and conditions if the stock exchange price of the Shares exceeds 130% of the then applicable conversion price over a certain time period. The Bonds will bear no interest. The Bonds are expected to settle on or around 5 June 2015 (the "Settlement Date") and will be issued and redeemed at 100% of their principal amount. The conversion price will be set at a premium of 35% - 45% above the VWAP (Volume Weighted Average Price) of the Shares on XETRA calculated from the time of launch of the placement until pricing, which is expected to occur today. The initial conversion price will be finally determined following an accelerated bookbuilding process over the course of today. Salzgitter AG intends to list the Bonds on the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange. HSBC is acting as Global Coordinator and Joint Bookrunner, DZ BANK, Landesbank Baden-Württemberg (LBBW) and Société Générale Corporate & Investment Banking are acting as Joint Bookrunners. Disclaimer The information contained in this announcement is for background 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. 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 Salzgitter AG or any of their respective affiliates, or any person acting on behalf of thereof, to prepare or register any prospectus or offering document relating to the securities referred to herein in such jurisdiction. This announcement is not for publication or distribution, directly or indirectly, in or into the United States. 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 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 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 to any person in the United States, Italy, Australia, Canada, South Africa or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended or the laws of any state within the United States or under the applicable securities laws of Italy, Australia, Canada, South Africa 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 Italy, Australia, Canada, South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of Italy, Australia, Canada, South Africa or Japan. There will be no public offer of the securities referred to herein in the United States, Italy, Australia, Canada, South Africa or Japan. The offer referred to herein when made in member states of the European Economic Area ("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 ("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 European Economic Area 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". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect Salzgitter AG'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 Salzgitter 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. Salzgitter AG and its respective 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. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change. The date of admission of the convertible bonds and the shares issued upon conversion to trading may be influenced by things such as market conditions. There is no guarantee that admission will occur and you should not base your financial decisions on Salzgitter AG's intentions in relation to admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing the entire amount invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the convertible bond offering. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the convertible bonds offering for the person concerned. Contact: Markus Heidler Head of Investor Relations Salzgitter AG Eisenhüttenstraße 99 38239 Salzgitter Phone +49 5341 21-6105 Fax +49 5341 21-2570 E-Mail [email protected] 02.06.2015 The DGAP 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: Salzgitter AG Eisenhüttenstraße 99 38239 Salzgitter Germany Phone: +49 5341 21-01 Fax: +49 5341 21-2727 E-mail: [email protected] Internet: www.salzgitter-ag.de ISIN: DE0006202005 WKN: 620200 Listed: Regulated Market in Frankfurt (Prime Standard), Hanover; Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Munich, Stuttgart End of Announcement DGAP News-Service ---------------------------------------------------------------------------