Brenntag AG / Key word(s): Bond/Financing 25.11.2015 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. --------------------------------------------------------------------------- Today the Management Board of Brenntag AG ("Brenntag") resolved, with approval from the Supervisory Board, to issue senior, unsecured bonds with warrants due 2022 (the "Bonds") with an intended issue size of US Dollar 500 million. The Bonds will be offered exclusively to institutional investors outside the U.S. The pre-emptive rights of Brenntag AG shareholders are excluded. With this specific debt instrument Brenntag AG benefits inter alia from attractive market opportunities for US Dollar funding. The proceeds from the offering will be used for general corporate purposes including the financing of signed acquisitions. The Bonds issued by Brenntag Finance B.V. and guaranteed by Brenntag AG will be complemented with warrants issued by Brenntag AG. The warrants provide for the option to acquire ordinary registered no-par-value shares (Stückaktien) of Brenntag AG. The exact number of shares per warrant will be fixed depending on the exercise price and the underlying currency exchange rate at pricing. The coupon is expected to be between 1.125% and 1.875% per annum payable semi-annually in arrear and the exercise price per share is expected to be between 40% and 50% above the volume weighted average price of the shares between launch and pricing. The coupon and the exercise price per share will be determined in an accelerated book-building process. The Bonds and constituent bonds and warrants will carry a maturity of 7 years. The Bonds, the bonds detached from warrants and the detached warrants are expected to be traded on the Open Market segment of the Frankfurt Stock Exchange (Freiverkehr). The final terms are expected to be announced later today via a separate press release with settlement of the Bonds is expected to take place on or around 2 December 2015. This notice is not an offer for sale or a solicitation of an offer to purchase any securities of Brenntag AG. This notice is not an offer to purchase securities in the United States of America. Securities may only be sold or offered for sale in the United States of America following prior registration in accordance with the regulations of the U.S. Securities Act of 1933 in its currently valid version, or without prior registration only on the basis of an exemption. No such registration is intended. The information contained in this notice is intended neither for publication nor for circulation in or within the United States of America, and is not an offer to purchase securities in the United States of America. 25.11.2015 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: Brenntag AG Stinnes Platz 1 45472 Mülheim an der Ruhr Germany Phone: +49 (0) 208 7828 - 7653 Fax: +49 (0) 208 7828 - 7755 E-mail: [email protected] Internet: www.brenntag.com ISIN: DE000A1DAHH0 WKN: A1DAHH Indices: MDAX Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart End of Announcement DGAP News-Service ---------------------------------------------------------------------------