CB-2022-Adjustment

Notice regarding convertible bonds due 2022

2020/03/16

German version

 

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

 

 

Notice to holders of the
USD 350,000,000 0.875 per cent. Convertible Bonds due 2022

Convertible into Bearer Shares With No Par Value of ams AG (the “Issuer”)

(ISIN: DE000A19PVM4) (the "Bonds")

 

Capitalised terms not otherwise defined in this notice shall have the meaning given to them in the terms and conditions of the Bonds (the “Terms and Conditions”).

The Issuer hereby notifies Bondholders that, as a result of the decision by the management board of the Issuer to issue 189,869,454 new Shares by way of a discounted rights offering at an offer price of CHF 9.20 per Share and in respect of which the Shares went ex‐rights on 16 March 2020, pursuant to §11(b), §11(k) and §11(n) of the Terms and Conditions, effective 16 March 2020:

  1. the Conversion Price is adjusted from USD 106.9075 to USD 65.8845; and
  2. the Cash Dividend Thresholds are adjusted as follows:

 

Cash Dividends distributed in respect of the Financial Year ending

Cash Dividend Threshold

(prior to adjustment)

Cash Dividend Threshold

(adjusted)

31 December 2019

EUR 0.50

EUR 0.3081

31 December 2020

EUR 0.60

EUR 0.3698

31 December 2021

EUR 0.70

EUR 0.4314

31 December 2022

EUR 0.80

EUR 0.4930

 

Premstaetten,

16 March 2020

 

Important notice:

This announcement constitutes neither an offer to sell nor a solicitation to buy securities. Any public offer is 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.