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.
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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO THE United States OF AMERICA, Canada AND JAPAN OR ANY JURISDICTION IN WHICH OFFERS OR SALES OF THE SECURITIES WOULD BE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, – 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.
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:
More information on:
Company: Drillisch AG
Phone: +49 (0)6181 412 218
Fax: +49 (0)6181 412 183
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
in Berlin, Düsseldorf, München, Stuttgart
End of Announcement DGAP News-Service
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