exclusion-of-subscription-rights

ams announces exclusion of subscription rights in relation to a potential placement of Convertible Bonds; ...

2020/10/08

German version

(PR title cont'd) ... pre-announces third quarter revenues for ams business of USD 564 million, near the top end of the expectation range

  • In connection with the Domination and Profit and Loss Transfer Agreement ("DPLTA") concluded with OSRAM Licht AG (“OSRAM”) and the envisaged ultimate full integration of OSRAM, ams intends to issue Convertible Bonds (“Bonds”) and enter into a new bridge facility, cancelling out existing bridge facilities

  • Convertible Bonds to have an expected maturity of 7 years, with the timing and terms of placement, if any, determined subject to market conditions

  • Intended transactions build a diversified, long-term funding structure maximizing financial flexibility for ams

  • ams’ business recorded third quarter revenues of USD 564 million, near the top end of expectation range; full consolidated third quarter results to be published on 6 November

Premstaetten, Austria (8 October 2020) -- ams AG (SIX: AMS), a leading worldwide supplier of high performance sensor solutions, announces that its Management Board has resolved today, subject to the consent of the Supervisory Board, to exclude subscription rights in view of a potential placement of Convertible Bonds (the "Bonds"). The Bonds with an expected maturity of seven years shall be convertible into existing ordinary no par value bearer shares or new ordinary no par value bearer shares from the Company's conditional capital equal to up to 10% of the current issued and outstanding share capital. The net proceeds of the Bonds will be used to secure funding in relation to the envisaged ultimate full acquisition of OSRAM Licht AG (“OSRAM”) as well as for general corporate purposes. The timing and terms of the placement of the Bonds, if any, will be determined subject to market conditions.

In addition to the potential issuance of the Bonds, ams is in preparations to enter into a new up to EUR 750 million bridge facility with a consortium of banks, cancelling out the existing bridge facilities.

The intended issuance of the Bonds and envisaged new bridge facility will together serve to secure comprehensive funding to implement the DPLTA as well as subsequent steps in order to realize the full integration of OSRAM. In line with ams’ long-term funding strategy and prudent balance sheet management, the above-mentioned transactions will complement the term profile of existing debt and maximize financial flexibility for ams.

Demonstrating a strong quarterly development, ams also announces third quarter 2020 revenues for ams’ business excluding OSRAM of USD 564 million, near the top end of the stated expectation range. As previously announced, ams will publish full consolidated third quarter results on 6 November 2020.

A notice (Hinweisbekanntmachung) of the report by the Management Board on the exclusion of subscription rights in relation to the potential issuance of the Bonds, as required by Austrian law, is being published in the Vienna Gazette (Amtsblatt der Wiener Zeitung) on or about Friday, 9 October 2020.

 

###

 

This announcement may not be published, distributed or transmitted, directly or indirectly, in the United States of America (including its territories and possessions), Japan, Australia, South Africa or any other jurisdiction where such announcement could be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons who are in possession of this document or other information referred to herein should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not constitute an offer of, or a solicitation of an offer to purchase, securities of the company or of any of its subsidiaries in the United States of America, Germany or any other jurisdiction. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, an offer in any jurisdiction. The securities offered will not be and have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act.

In the United Kingdom, this announcement is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc. (all such persons together being referred to as "Relevant Persons"). This document must not be acted on, or relied upon, by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

In member states of the European Economic Area the placement of securities described in this announcement is directed exclusively at persons who are "qualified investors" within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (Prospectus Regulation).

The Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA or the UK. For these purposes, a "Retail Investor" means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MIFID II; (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of article 4(1) of MIFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Bonds or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Bonds or otherwise making them available to any retail investor in the EEA or the UK may be unlawful under the PRIIPs Regulation.

The Bonds may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act ("FinSA") and no application has or will be made to admit the Bonds to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. This announcement does not constitute a prospectus pursuant to the FinSA or pursuant to the Swiss Code of Obligations (as in effect immediately prior to the entry into force of the FinSA) or pursuant to the listing rules of SIX Exchange Regulation or any other trading venue in Switzerland.

No action has been taken that would permit an offering or an acquisition of the securities or a distribution of this announcement in any jurisdiction where such action would be unlawful. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.

This announcement does not constitute a recommendation concerning the placement. Investors should consult a professional advisor as to the suitability of the placement for the person concerned.

This release may contain forward looking statements, estimates, opinions and projections with respect to anticipated future performance of the company ("forward-looking statements"). These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes," "estimates," "anticipates," "expects," "intends," "may," "will" or "should" or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current views, expectations and assumptions of the management of the company and involve significant known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Forward-looking statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Any forward-looking statements included herein only speak as at the date of this release. We undertake no obligation, and do not expect to publicly update, or publicly revise, any of the information, forward-looking statements or the conclusions contained herein or to reflect new events or circumstances or to correct any inaccuracies which may become apparent subsequent to the date hereof, whether as a result of new information, future events or otherwise. We accept no liability whatsoever in respect of the achievement of such forward-looking statements and assumptions.