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.
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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|]]]|]
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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
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DGAP-Adhoc: Celesio AG: Celesio AG to issue convertible bond
| Source: EQS Group AG