terms-rights-issue

ams announces terms of the Rights Issue

2020/03/11

German version

Premstaetten, Austria (11 March 2020) -- ams (SIX: AMS), a leading worldwide supplier of high performance sensor solutions, announces the terms relating to the ordinary capital increase with subscription rights (the “Rights Issue”) that has been approved at the extraordinary general meeting on 24 January 2020.

Terms of the Rights Issue

The management board of ams decided on 11 March 2020 to issue 189,869,454 new ordinary no-par value bearer shares with full dividend rights as of 1 January 2019 (the “Offered Shares”) by way of a discounted rights offering at an offer price of CHF 9.20 (the “Offer Price”) per Offered Share, which corresponds to expected gross proceeds of approximately CHF 1.75bn (approximately EUR 1.65bn). The proceeds from the Rights Issue will be used to partially finance/refinance the acquisition amount including related costs in connection with the business combination with OSRAM Licht AG.

For each existing ams share, ams shareholders will receive one subscription right (each a “Right”). 4 Rights entitle each eligible holder to purchase 9 Offered Shares at the Offer Price. Following the publication of the prospectus, which is expected on 13 March 2020, the rights exercise period will start on 16 March 2020 and end on 30 March 2020.

ams shareholders who decide not to participate in the Rights Issue will have the opportunity to sell their Rights on the SIX Swiss Exchange during the Rights trading period which is expected from 16 March 2020 to and including 26 March 2020.

The Rights Issue consists of a rights offering to existing shareholders, subject to certain limitations based on residency, and an international offering, in which the Offered Shares in respect of which Rights have not been validly exercised may be sold to institutional investors or otherwise in the market. The Rights Issue involves a public offering in Switzerland and Austria as well as private placements to qualifying institutional investors in certain jurisdictions outside Switzerland and Austria in compliance with applicable securities laws.

The first trading day for the Offered Shares is expected on or around 2 April 2020, the settlement and delivery of the Offered Shares against payment of the Offer Price are expected on or around
2 April 2020.

Indicative timetable for the Rights Issue

13 March 2020

Publication of prospectus

16 March 2020

09.15 CET: Beginning of rights trading period

26 March 2020

17.15 CET: End of rights trading period

30 March 2020

End of rights exercise period

 

On or around
2 April 2020

Listing and admission to trading of the Offered Shares on SIX

Commencement of trading of the Offered Shares and inclusion of the Offered Shares in the Company’s current stock quotation on SIX

On or around
2 April 2020

Settlement and delivery of the Offered Shares against payment of the Offer Price

 

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Important notice:

This announcement constitutes neither an offer to sell nor a solicitation to buy securities. Any public offer will be made solely by means of, and on the basis of, a securities prospectus (including any amendments thereto, if any) to be approved by the Austrian Financial Market Authority (Finanzmarktaufsichtsbehörde, FMA”) and to be published in Austria. An investment decision regarding any publicly offered securities of ams should only be made on the basis of a securities prospectus. Any orders relating to securities of ams received prior to the commencement of a public offering will be rejected. If a public offering is to be made in Austria, a securities prospectus will be published promptly upon approval by FMA in accordance with the Austrian Capital Markets Act 2019 as well as other applicale laws and the European Prospectus Regulation (EU) 2017/1129 and will be 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 will be made solely by means of, and on the basis of, the prospectus which will be 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.