Heidelberger Druckmaschinen AG / Key word(s): Issue of Debt/Bond
25.03.2015 08:01
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.
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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES
OF AMERICA, CANADA, JAPAN, AUSTRALIA OR ANY JURISDICTION IN WHICH SUCH
PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE PROHIBITED BY APPLICABLE LAW
This announcement is not a prospectus and not an offer of securities for
sale in any jurisdiction, including in or into the United States, Canada,
Japan, Australia 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.
* Heidelberger Druckmaschinen Aktiengesellschaft plans the placement of
convertible bonds in the amount of up to EUR 58.6 million
* Term of 7 years improves company's maturity profile
* Proceeds from the offering to be used to partially redeem an outstanding
high yield bond
The Management Board of Heidelberger Druckmaschinen Aktiengesellschaft
(Heidelberg) resolved today, with the consent of the Supervisory Board, to
launch the offering (the "Offering") of senior, unsecured convertible
bonds, due March 2022, for an aggregate nominal amount of up to EUR 58.6
million (the "Bonds") and by excluding shareholders' pre-emptive rights.
With the planned issuance of the Bonds, Heidelberg intends to further
improve its existing financing structure and will avail itself of the
currently attractive capital market environment for a partial redemption of
an outstanding high yield bond.
The Bonds will have a maturity of 7 years and will be issued and redeemed
at 100 % of their principal amount. The Bonds will be offered with a coupon
between 5.5 % and 6.5 % per annum, payable quarterly in arrear, and a
conversion premium between 25 % - 30 % above the reference share price,
being the volume-weighted average price of the Shares on XETRA between
launch and pricing of the Offering.
Heidelberg will have the option to redeem all of the Bonds at their
principal amount plus accrued interest on or after April 20, 2018, in
accordance with the terms and conditions of the Bonds, if the value of the
underlying Shares exceeds 130 % of the Bonds' principal amount over a
specified period. Holders of the Bonds will have the option to require an
early redemption of their Bonds on March 30, 2020 at their principal amount
plus accrued interest.
Unless previously redeemed, or purchased and cancelled, the Bonds will be
convertible at the option of the holder into Shares.
Pricing for the Bonds is expected to take place on March 25, 2015,
following an accelerated bookbuilding process, with settlement on or around
March 30, 2015.
Deutsche Bank, BNP Paribas, Commerzbank and LBBW are acting as Joint
Bookrunners and Joint Lead Managers for the Offering of the Bonds. The
Bonds will be offered only to institutional investors outside the United
States, Canada, Japan, Australia or any other jurisdiction in which offers
or sales of the securities would be prohibited by applicable law.
Heidelberg intends to apply for the inclusion of the Bonds to trading on
the Open Market (Freiverkehr) of the Frankfurt Stock Exchange.
Contact:
Heidelberger Druckmaschinen AG
Corporate Public Relations
Thomas Fichtl
Phone: +49 (0)6222 82-67123
Fax: +49 (0)6222 82-67129
E-mail: thomas.fichtl@heidelberg.com
Investor Relations
Robin Karpp
Phone: +49 (0)6222 82-67120
Fax: +49 (0)6222 82-99 67120
E-Mail: robin.karpp@heidelberg.com
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 Heidelberg, Deutsche Bank, BNP Paribas,
Commerzbank and LBBW 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, Canada, Japan, Australia 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 Canada,
Japan or Australia, 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 United States, Canada,
Japan, Australia or to, or for the account or benefit of, any national,
resident or citizen of United States, Canada, Japan or Australia. There
will be no public offer of the securities referred to herein in the United
States, Canada, Japan or Australia.
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 by Directive 2010/73/EU, as amended).
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 Heidelberg'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 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.
Each of Heidelberg, Deutsche Bank, BNP Paribas, Commerzbank and LBBW 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.
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 Heidelberg'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 all of the
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.
Deutsche Bank AG, Commerzbank AG and LBBW are authorised under German
Banking Law and authorised and subject to supervision by the European
Central Bank ("ECB"). Details about the extent of Deutsche Bank AG's,
Commerzbank AG's and LBBW's authorisation and supervision by the ECB are
available on request.
BNP Paribas London Branch is lead supervised by the ECB and the Autorité de
Contrôle Prudentiel et de Résolution ("ACPR"). BNP Paribas London Branch is
authorised by the ECB, the ACPR and the Prudential Regulation Authority and
subject to limited regulation by the Financial Conduct Authority and
Prudential Regulation Authority.
Deutsche Bank, BNP Paribas, Commerzbank and LBBW are acting exclusively for
Heidelberg and no-one else in connection with the offering of the
securities referred to herein. They will not regard any other person as
their respective clients in relation to such offering and will not be
responsible to anyone other than Heidelberg for providing the protections
afforded to their respective clients, or for providing advice in relation
to such securities, the contents of this announcement or any transaction,
arrangement or other matter referred to herein.
In connection with the offering of the securities referred to herein,
Deutsche Bank, BNP Paribas, Commerzbank and LBBW and any of their
affiliates, acting as investors for their own accounts, may subscribe for
or purchase convertible bonds of Heidelberg and in that capacity may
retain, purchase, sell, offer to sell or otherwise deal for their own
accounts in such securities and any other securities of Heidelberg or any
related investments and may offer or sell such securities or other
investments otherwise than in connection with the offering of the
securities referred to herein. Deutsche Bank, BNP Paribas, Commerzbank and
LBBW do not intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or regulatory
obligations to do so.
None of Deutsche Bank, BNP Paribas, Commerzbank and LBBW or any of their
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
Heidelberg, 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.
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Information and Explaination of the Issuer to this News:
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES
OF AMERICA, CANADA, JAPAN, AUSTRALIA OR ANY JURISDICTION IN WHICH SUCH
PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE PROHIBITED BY APPLICABLE LAW
This announcement is not a prospectus and not an offer of securities for
sale in any jurisdiction, including in or into the United States, Canada,
Japan, Australia 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.
Heidelberger Druckmaschinen Aktiengesellschaft resolves the issuance of
convertible bonds to improve its financing structure
* Heidelberger Druckmaschinen Aktiengesellschaft plans the placement of
convertible bonds in the amount of up to EUR 58,6 million
* Term of 7 years improves company's maturity profile
* Proceeds from the offering to be used to partially redeem an outstanding
high yield bond
The Management Board of Heidelberger Druckmaschinen Aktiengesellschaft
(Heidelberg) resolved today, with the consent of the Supervisory Board, to
launch the offering (the 'Offering') of senior, unsecured convertible
bonds, due March 2022, for an aggregate nominal amount of EUR up to 58.6
million (the 'Bonds') and by excluding shareholders' pre-emptive rights.
With the planned issuance of the Bonds, Heidelberg intends to further
improve its existing financing structure and will avail itself of the
currently attractive capital market environment for a partial redemption of
an outstanding high yield bond.
'With the realignment of Heidelberg we regained trust of the capital
market,' said Dirk Kaliebe, CFO. 'This puts us in a position to
sustainably reduce financing costs. For this, the issuance of the
convertible bonds is an important building block.'
The Bonds will have a maturity of 7 years and will be issued and redeemed
at 100 % of their principal amount. The Bonds will be offered with a coupon
between 5.5 % and 6.5 % per annum, payable quarterly in arrear, and a
conversion premium between 25 % - 30 % above the reference share price,
being the volume-weighted average price of the Shares on XETRA between
launch and pricing of the Offering.
Heidelberg will have the option to redeem all of the Bonds at their
principal amount plus accrued interest on or after April 20, 2018, in
accordance with the terms and conditions of the Bonds, if the value of the
underlying Shares exceeds 130 % of the Bonds' principal amount over a
specified period. Holders of the Bonds will have the option to require an
early redemption of their Bonds on March 30, 2020 at their principal amount
plus accrued interest.
Unless previously redeemed, or purchased and cancelled, the Bonds will be
convertible at the option of the holder into Shares.
Pricing for the Bonds is expected to take place on March 25, 2015,
following an accelerated bookbuilding process, with settlement on or around
March 30, 2015.
Deutsche Bank, BNP Paribas, Commerzbank and LBBW are acting as Joint
Bookrunners and Joint Lead Managers for the Offering of the Bonds. The
Bonds will be offered only to institutional investors outside the United
States, Canada, Japan, Australia or any other jurisdiction in which offers
or sales of the securities would be prohibited by applicable law.
Heidelberg intends to apply for the inclusion of the Bonds to trading on
the Open Market (Freiverkehr) of the Frankfurt Stock Exchange.
Subsequent to the planned issuance and the partial redemption of the high
yield bond, Heidelberg's financing structure will basically consist of a
syndicated credit line totaling around EUR 277 million with a term until
mid- 2017, a convertible bond in the amount of EUR 60 million maturing in
mid-2017, a high-yield bond of around EUR 300 million with a maturity until
April 2018 and the new convertible bond of up to EUR 58.6 million maturing
March 2022.
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For additional details about the company and image material, please visit
the Press Lounge of Heidelberger Druckmaschinen AG at www.heidelberg.com.
Further information:
Heidelberger Druckmaschinen AG
Corporate Public Relations
Thomas Fichtl
Phone: +49 (0)6222 82-67123
Fax: +49 (0)6222 82-67129
E-mail: thomas.fichtl@heidelberg.com
Investor Relations
Robin Karpp
Phone: +49 (0)6222 82-67120
Fax: +49 (0)6222 82-99 67120
E-Mail: robin.karpp@heidelberg.com
Important note:
This press release contains forward-looking statements based on assumptions
and estimations by the Management Board of Heidelberger Druckmaschinen
Aktiengesellschaft. Even though the Management Board is of the opinion that
those assumptions and estimations are realistic, the actual future
development and results may deviate substantially from these
forward-looking statements due to various factors, such as changes in the
macro-economic situation, in the exchange rates, in the interest rates and
in the print media industry. Heidelberger Druckmaschinen Aktiengesellschaft
gives no warranty and does not assume liability for any damages in case the
future development and the projected results do not correspond with the
forward-looking statements contained in this press release.
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 Heidelberg, Deutsche Bank, BNP Paribas,
Commerzbank and LBBW 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, Canada, Japan, Australia 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 Canada,
Japan or Australia, 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 United States, Canada,
Japan, Australia or to, or for the account or benefit of, any national,
resident or citizen of United States, Canada, Japan or Australia. There
will be no public offer of the securities referred to herein in the United
States, Canada, Japan or Australia.
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 by Directive 2010/73/EU, as amended).
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 Heidelberg'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 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.
Each of Heidelberg, Deutsche Bank, BNP Paribas, Commerzbank and LBBW 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.
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 Heidelberg'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 all of the
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.
Deutsche Bank AG, Commerzbank AG and LBBW are authorised under German
Banking Law and authorised and subject to supervision by the European
Central Bank ('ECB'). Details about the extent of Deutsche Bank AG's,
Commerzbank AG's and LBBW's authorisation and supervision by the ECB are
available on request.
BNP Paribas London Branch is lead supervised by the ECB and the Autorité de
Contrôle Prudentiel et de Résolution ('ACPR'). BNP Paribas London Branch is
authorised by the ECB, the ACPR and the Prudential Regulation Authority and
subject to limited regulation by the Financial Conduct Authority and
Prudential Regulation Authority.
Deutsche Bank, BNP Paribas, Commerzbank and LBBW are acting exclusively for
Heidelberg and no-one else in connection with the offering of the
securities referred to herein. They will not regard any other person as
their respective clients in relation to such offering and will not be
responsible to anyone other than Heidelberg for providing the protections
afforded to their respective clients, or for providing advice in relation
to such securities, the contents of this announcement or any transaction,
arrangement or other matter referred to herein.
In connection with the offering of the securities referred to herein,
Deutsche Bank, BNP Paribas, Commerzbank and LBBW and any of their
affiliates, acting as investors for their own accounts, may subscribe for
or purchase convertible bonds of Heidelberg and in that capacity may
retain, purchase, sell, offer to sell or otherwise deal for their own
accounts in such securities and any other securities of Heidelberg or any
related investments and may offer or sell such securities or other
investments otherwise than in connection with the offering of the
securities referred to herein. Deutsche Bank, BNP Paribas, Commerzbank and
LBBW do not intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or regulatory
obligations to do so.
None of Deutsche Bank, BNP Paribas, Commerzbank and LBBW or any of their
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
Heidelberg, 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.
25.03.2015 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
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Language: English
Company: Heidelberger Druckmaschinen AG
Kurfürsten-Anlage 52-60
69115 Heidelberg
Germany
Phone: +49 (0)6222 82-67121
Fax: +49 (0)6222 82-67129
E-mail: investorrelations@heidelberg.com
Internet: www.heidelberg.com
ISIN: DE0007314007
WKN: 731400
Indices: SDAX
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated
Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover,
Munich, Stuttgart
End of Announcement DGAP News-Service
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DGAP-Adhoc: Heidelberger Druckmaschinen AG: Heidelberger Druckmaschinen Aktiengesellschaft resolves the issuance of convertible bonds to improve its financing structure
| Source: EQS Group AG