ams launches EUR 600 million 7-year zero-coupon convertible bond placement
Premstaetten, Austria (26 February 2018) -- ams AG (SIX: AMS), a leading worldwide supplier of high performance sensor solutions, announces that its Management Board has resolved today, with the consent of the Supervisory Board, to launch a private placement of senior unsecured zero-coupon convertible bonds due 2025 (the "Bonds"), in an aggregate nominal amount of EUR 600 million (the "Placement") and a denomination of EUR 200,000 each. The Bonds will be convertible into new ordinary no par value bearer shares from the Company’s conditional capital, representing approximately 5.1% of current outstanding share capital. Subscription rights of existing shareholders of ams to subscribe to the Bonds have been excluded.
The Bonds will have a maturity of 7 years, will be issued between 101.5% and 107.0% of their principal amount and, if not converted, will be redeemed at 100% of their principal amount. The Bonds will be offered with a conversion premium of 45% above the reference share price, being the volume-weighted average price of the Shares on SIX Swiss Exchange between launch and pricing of the Placement translated into EUR at the prevailing exchange rate. Pricing is expected to take place later today following an accelerated bookbuilding process with settlement on or around 5 March 2018. The Bonds will not bear interest.
ams will be entitled to redeem the Bonds at their principal amount in accordance with the terms and conditions of the Bonds at any time if 20% or less of the aggregate principal amount of the Bonds remain outstanding.
The net proceeds from the issuance of the Bonds will be used for general corporate purposes, including financing of M&A transactions.
ams intends to apply for the Bonds to be admitted to trading on the Open Market segment of the Frankfurt Stock Exchange within 30 days after the settlement date.
The Bonds will be offered only to institutional investors outside the U.S. in reliance on Regulation S (Category 1) under the United States Securities Act of 1933 as amended, as well as outside Canada, Australia, Japan, South Africa or any other jurisdiction in which offers or sales of the securities would be prohibited by applicable law.
This press release includes forward-looking statements. All statements other than statements of historical facts contained in this press release, including statements regarding future results of operations and financial position, the business strategy, and plans and objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect” and similar expressions are intended to identify forward-looking statements. ams AG has based these forward-looking statements largely on current expectations and projections about future events and financial trends that it believes may affect the financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances described may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. All forward-looking statements are based only on data available to ams AG at the time of the issue of this press release. ams AG does not undertake any obligation to update any forward-looking statements contained in this press release as a result of new information, future events or otherwise.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN, OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS PRESS RELEASE IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO PURCHASE ANY SECURITIES. IN PARTICULAR, THIS PRESS RELEASE IS NOT BEING ISSUED IN THE UNITED STATES OF AMERICA AND MUST NOT BE DISTRIBUTED TO UNITED STATES PERSONS OR PUBLICATIONS WITH A GENERAL CIRCULATION IN THE UNITED STATES. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OF SECURITIES OF AMS AG OR ANY OF ITS SUBSIDIARIES FOR SALE IN THE UNITED STATES, OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OF AMS AG OR ITS SUBSIDIARIES IN THE UNITED STATES. IN ADDITION, THE SECURITIES OF AMS AG AND ITS SUBSIDIARIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO U.S. PERSONS ABSENT FROM REGISTRATION UNDER OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE UNITED STATES SECURITIES LAWS.