results of share offering in conjunction with rights issue

ams announces results of share offering in conjunction with rights issue

2020/04/01

German version

Premstaetten, Austria (1 April 2020) -- ams AG (SIX: AMS), a leading worldwide supplier of high performance sensor solutions, announces the results of the public offering in Switzerland and Austria as well as private placements in certain jurisdictions outside Switzerland and Austria in compliance with applicable securities laws of 72,417,942 ordinary no-par value bearer shares (the "Offering") for which holders of subscription rights have not exercised their subscription rights at the completion of the rights exercise period of the approx. CHF 1.75bn (approx. EUR 1.65bn) rights issue (the "Rights Issue").

As part of the Offering, 15,023,697 shares were successfully placed with investors at a price of
CHF 9.20, equivalent to the issue price of the Rights Issue. Together with 117,451,512 shares already subscribed by ams shareholders and holders of subscription rights at the completion of the rights exercise period, a total of 132,475,209 shares have been taken up by investors, corresponding in total to 70% of the 189,869,454 shares offered in the Rights Issue. The remaining 57,394,245 shares, or 30% (the “Unplaced Shares”), will be taken up by the syndicate banks according to their underwriting quota.

The Joint Global Coordinators, UBS and HSBC have entered into a coordination agreement to secure an orderly sell-down of the Unplaced Shares.

The share capital of ams will increase from EUR 84,419,826.00 to EUR 274,289,280.00 representing an increase of 189,869,454 new, no-par value bearer shares with a nominal value of EUR 1.00 per share and with full dividend rights as of 1 January 2019.

Listing and first day of trading of the new shares on SIX Swiss Exchange is expected on 3 April 2020. Delivery of the new shares against payment of the offer price is expected for 3 April 2020.

ams intends to use the proceeds of the offering to partially refinance the acquisition of OSRAM Licht AG, including related costs.

 

###

Important notice:

 

This announcement constitutes neither an offer to sell nor a solicitation to buy securities. Any public offer has been made solely by means of, and on the basis of, a securities prospectus (including any amendments thereto, if any) approved by the Austrian Financial Market Authority (Finanzmarktaufsichtsbehörde, FMA”) and published in Austria. An investment decision regarding any publicly offered securities of ams AG (“ams”) should only be made on the basis of the securities prospectus. The securities prospectus is available free of charge from ams during usual business hours, or on the ams website.

This announcement is not for distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions, any State of the United States of America and the District of Columbia), Australia, Canada, Japan or any other jurisdiction in which such distribution or release would be unlawful. These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States of America, Australia, Canada or Japan, or any other jurisdiction in which such offer or solicitation may be unlawful.

The shares of ams have not been and will not be registered under the U.S. Securities Act of 1933 ("Securities Act") and may not be offered or sold within the United States of America except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offering of shares in the United States of America.

This announcement constitutes neither an offer to sell nor a solicitation to buy securities and does not constitute a prospectus according to Articles 35 et seqq. of the Swiss Financial Services Act (“FinSA”) or Articles 652a and 1156 of the Swiss Code of Obligations (as such articles were in effect immediately prior to the entry into effect of FinSA) or Article 27 et seqq. of the SIX Swiss Exchange Listing Rules. The offer is made solely by means of, and on the basis of, the prospectus which is available free of charge, inter alia, from ams during regular business hours, or on the ams website. An investment decision regarding the publicly offered securities of ams should only be made on the basis of the prospectus.

This communication does not constitute an "offer of securities to the public" within the meaning of Regulation (EU) 2017/1129 (the Prospectus Regulation) of the securities referred to herein in any member state of the European Economic Area (the EEA). Any offers of the securities referred to in this announcement to persons in the EEA is made pursuant to an exemption under the Prospectus Regulation, as implemented in member states of the EEA, from the requirement to produce a prospectus for offers of the Securities.

In the United Kingdom, this announcement is directed exclusively 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, and any investment activity to which it relates will only be engaged in with such persons, and it should not be relied on by anyone other than such persons.

This announcement may contain statements about ams and/or its subsidiaries (together “ams Group”) that are or may be “forward-looking statements”. Forward-looking statements include, without limitation, statements that typically contain words such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “believe”, “hope”, “aims”, “continue”, “will”, “may”, “should”, “would”, “could”, or other words of similar meaning. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. ams cautions you that forward-looking statements are not guarantees of the occurrence of such future events or of future performance and that in particular the actual results of operations, financial condition and liquidity, the development of the industry in which ams Group operates and the outcome or impact of the acquisition and related matters on ams Group may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. Any forward-looking statements speak only as at the date of this announcement. Except as required by applicable law, ams does not undertake any obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future events or otherwise.