Drillisch AG / Key word(s): Miscellaneous
05.12.2013 08:12
Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a company of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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Ad-hoc announcement §15 WpHG
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES
OF AMERICA, CANADA AND JAPAN OR ANY JURISDICTION IN WHICH OFFERS OR SALES
OF THE SECURITIES WOULD BE PROHIBITED BY APPLICABLE LAW
This announcement is an advertisement and not a prospectus and not an offer
of securities for sale to U.S. persons or in any jurisdiction, including in
or into the United States, Canada and Japan or any 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.
Drillisch Aktiengesellschaft launches convertible bond offering
Maintal, 5 December 2013 - The Management Board of Drillisch
Aktiengesellschaft ('Drillisch' or the 'Company'), with the consent of its
Supervisory Board, has resolved to issue senior, unsecured convertible
bonds convertible into shares of the Company (the 'Bonds'). The pre-emptive
rights of shareholders of Drillisch to subscribe for the Bonds are
excluded. The Bonds (each with denomination of EUR 100,000) will be offered
in an accelerated bookbuilding only to institutional investors outside the
US, Canada and Japan or any other jurisdiction in which offers or sales of
the securities would be prohibited by applicable law.
Bonds with a total placement volume of EUR 100 million and convertible into
up to approximately 4.1 million no-par value ordinary bearer shares of
Drillisch, representing approximately 7.7% of the current outstanding
shares (subject to any adjustment of the conversion ratio pursuant to the
terms and conditions of the Bonds), are to be placed.
With this transaction Drillisch diversifies its funding sources and
increases its financial and strategic flexibility. The company intends to
use the proceeds from the sale of the Bonds for general corporate purposes.
The Bonds will have a maturity of five years. The Bonds will be issued and
redeemed at 100% of their principal amount with a coupon between 0.75
-1.25% p. a., payable semi-annually in arrears. The initial conversion
price
will be set at a conversion premium of 17.5 - 22.5% above the reference
share price, being the volume weighted average price of the Drillisch
shares on XETRA from the time of launch of the placement until pricing.
Pricing for the convertible bonds is expected to take place today with
settlement on or around 12 December 2013.
The Company intends to apply for the inclusion of the Bonds to trading on
the Open Market (Freiverkehr) of the Frankfurt Stock Exchange. However,
settlement and closing of the offering of the Bonds is not conditional upon
obtaining such inclusion to trading.
Drillisch will commit to a three-month lock-up, subject to certain
exceptions.
BofA Merrill Lynch is the Sole Bookrunner in relation to the transaction.
Disclaimer:
This announcement is for information purposes only and does not constitute
or form part of, and should not be construed as an offer or an invitation
to sell, or issue or the solicitation of any offer to buy or subscribe for,
any securities. In connection with this transaction there has not been, nor
will there be, any public offering of any securities. No prospectus will be
prepared in connection with the offering of the Bonds. The Bonds may not be
offered to the public in any jurisdiction in circumstances which would
require the Company, Merrill Lynch International 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 Bonds in such
jurisdiction. The distribution of this announcement and the offer and sale
of the Bonds in certain jurisdictions may be restricted by law. Any persons
reading this announcement should inform themselves of and observe any such
restrictions.
This announcement does not constitute an offer to sell or a solicitation of
an offer to purchase any securities in the United States. 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 U.S., and may not be offered or sold in the United
States or to or for the account or benefit of U.S. persons, except pursuant
to Regulation S under the Securities Act. This announcement and the
information contained herein may not be distributed or sent into the United
States, or in any other jurisdiction in which offers or sales of the
securities described herein would be prohibited by applicable laws and
should not be distributed to United States persons or publications with a
general circulation in the United States. No offering of the securities
referred to herein is being made in the United States.
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 document 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 document 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.
Merrill Lynch International is acting on behalf of the Company and no one
else in connection with the securities and will not be responsible to any
other person for providing the protections afforded to clients of Merrill
Lynch International, or for providing advice in relation to the securities.
In connection with the offering of the Bonds, Merrill Lynch International
and any of its affiliates acting as an investor for their own account may
take up Bonds and in that capacity may retain, purchase or sell for its own
account such securities and any securities of the Company or any related
investments and may offer or sell such securities or other investments
otherwise than in connection with the offering of the Bonds. Merrill Lynch
International does not intend to disclose the extent of any such investment
or transactions otherwise than in accordance with any legal or regulatory
obligation to do so.
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 the Company'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 business,
results of operations, financial position, liquidity, prospects, growth or
strategies of the Company's. Forward-looking statements speak only as of
the date they are made.
Each of the Company and Merrill Lynch International and their 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.
None of Merrill Lynch International or any of its respective directors,
officers, employees, advisers or agents accepts any responsibility or
liability whatsoever for or makes any representation or warranty, express
or implied, as to the truth, accuracy or completeness of the information in
this announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company, its
subsidiaries or associated companies, whether written, oral or in a visual
or electronic form, and howsoever transmitted or made available or for any
loss howsoever arising from any use of this announcement or its contents or
otherwise arising in connection therewith.
For further information, please contact:
Oliver Keil
Email: ir@drillisch.de
More information on:
www.drillisch.de
05.12.2013 DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
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Language: English
Company: Drillisch AG
Wilhelm-Röntgen-StraÃe 1-5
63477 Maintal
Germany
Phone: +49 (0)6181 412 218
Fax: +49 (0)6181 412 183
E-mail: ir@drillisch.de
Internet: www.drillisch.de
ISIN: DE0005545503
WKN: 554550
Indices: TecDAX
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
in Berlin, Düsseldorf, München, Stuttgart
End of Announcement DGAP News-Service
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DGAP-Adhoc: Drillisch Aktiengesellschaft launches convertible bond offering
| Source: EQS Group AG