Celesio AG / Miscellaneous 20.10.2009 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a company of EquityStory AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Celesio AG to issue convertible bond Stuttgart, 20 October 2009. The Management Board of Celesio AG resolved today, with the consent of the Supervisory Board, to issue a senior unsecured bond convertible into shares of Celesio AG (the 'Convertible Bond'). The Convertible Bond will be issued by Celesio Finance B.V. ('Issuer'), a wholly-owned subsidiary of Celesio AG, and will be guaranteed by Celesio AG. The Convertible Bond will be offered only to institutional investors outside the United States of America by way of an accelerated bookbuilding. The pre-emptive rights of existing shareholders of Celesio AG to subscribe to the Convertible Bond are excluded. The Convertible Bond will have an initial issue size of approximately 265 million euros, which may be increased up to approximately 305 million euros in the event Celesio AG exercises in full the 15 per cent increase option and up to a maximum of approximately 350 million euros in the event the 15 per cent over-allotment option granted to the Joint Lead Managers and Joint Bookrunners of the offering is exercised in full. The Convertible Bond will have a term of five years and will be issued and redeemed at 100 per cent of its principal amount. The coupon will be within a range of 3.75 per cent and 4.75 per cent, payable annually. The conversion price will be set at a premium of 25 per cent above the volume weighted average XETRA price of the shares of Celesio AG during the period from the beginning of the bookbuilding process and final pricing of the Convertible Bond. The pricing is expected to take place later today and settlement is expected on or around 29 October 2009. Celesio AG intends to include the Convertible Bond in the trading on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange. The purpose of the first Convertible Bond issued by Celesio AG is to diversify its sources of funding and its investor base and to extend its debt maturity profile. Celesio AG intends to use the proceeds from the Convertible Bond within the growth strategy 2015 and to refinance recently announced acquisitions in Brazil and Belgium on a longer-term basis via the capital markets. BNP Paribas is acting as Sole Global Coordinator and together with Société Générale Corporate & Investment Banking as Joint Bookrunner and Joint Lead Manager for the transaction. IMPORTANT NOTE NOT FOR DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA (OR TO US PERSONS), AUSTRALIA, CANADA OR JAPAN, OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. This ad hoc notification 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 the Convertible Bonds (the 'Bonds'). 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 Issuer of the Bonds to prepare or register any prospectus or offering document relating to the Bonds in such jurisdiction. The distribution of this ad hoc notification and the offer and sale of the Bonds in certain jurisdictions may be restricted by law. Any persons reading this ad hoc notification should inform themselves of and observe any such restrictions. This ad hoc notification 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 (including the Bonds and the shares of Celesio AG) 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 in a transaction not subject to, or pursuant to an applicable exemption from, the registration requirements of the Securities Act or any state securities laws. This ad hoc notification 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 Bonds is being made in the United States. In the United Kingdom, this ad hoc notification is only being distributed to and is only directed at (i) persons who have professional experience in matters relating to investments falling within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the 'Order') and (ii) high net worth entities falling within Article 49(2) of the Order and (iii) persons to whom it would otherwise be lawful to distribute it (all such persons together being referred to as 'relevant persons'). The Bonds are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Bonds will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this ad hoc notification or any of its contents. From the announcement of the final terms of the Bonds, BNP PARIBAS (in such capacity, the 'Stabilisation Manager') may, to the extent permitted by and in accordance with applicable laws and directives, effect transactions with a view to supporting the market price of the Bonds and the Shares at a level higher than that which might otherwise prevail. Such stabilising, if commenced, may be discontinued at any time and must be brought to an end no later than the earlier of 30 days after the settlement date and 60 days after the date of allotment of the Bonds. If commenced, such stabilising may lead to a market price of the Bonds or the Shares which may be higher than the level that would exist if no such stabilising measures were taken and may indicate to the market a price stability which without such stabilising might not prevail. However, there is no obligation on the Stabilisation Manager to engage in such stabilisation activities and such stabilisation, if commenced (which may not occur before the final terms of the Bonds have been announced), may be discontinued at any time. Contacts: Investor Relations Michaela Wanka, Celesio AG, +49 (0)711.5001-735 investor@celesio.com Media Rainer Berghausen, Celesio AG, +49 (0)711.5001-549 media@celesio.com 20.10.2009 |[![CDATA[|[a href="http://www.dgap.de"|]Financial News transmitted by DGAP|[/a|]]]|] --------------------------------------------------------------------------- Language: English Company: Celesio AG Neckartalstr. 155 70376 Stuttgart Deutschland Phone: +49 (0)711 5001-735 Fax: +49 (0)711 5001-736 E-mail: investor@celesio.com Internet: www.celesio.com ISIN: DE000CLS1001 WKN: CLS100 Indices: MDAX Listed: Regulierter Markt in Berlin, Frankfurt (Prime Standard), München, Düsseldorf, Stuttgart; Freiverkehr in Hannover, Hamburg; Terminbörse EUREX End of News DGAP News-Service ---------------------------------------------------------------------------
DGAP-Adhoc: Celesio AG: Celesio AG to issue convertible bond
| Source: EQS Group AG