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Klöckner & Co SE

Klöckner & Co prices convertible bond offering

Duisburg (euro adhoc) -

•	Coupon of 1.50%
•	Conversion price set at EUR 80.75
  ots.CorporateNews transmitted by euro adhoc. The issuer is responsible for
  the content of this announcement.
borrowings/convertible bond
Duisburg, 18 July 2007 - The management board
of Klöckner & Co AG ("Klöckner & Co") announces the pricing of its 
offering (the "Offering") to institutional investors outside of the 
US only of EUR 325 million, senior unsecured convertible bonds (the 
"Bonds"), including the immediate exercise of the increase option of 
EUR 25 million. "We are pleased about the successful placement of the
convertible bonds. The proceeds from the sale of the convertible 
bonds will be partly used for continuing our successful acquisition 
strategy," commented Dr. Thomas Ludwig, CEO at Klöckner & Co AG.
The Bonds will be issued by Klöckner & Co Finance International S.A. 
(the "issuer"), a wholly-owned Luxembourg subsidiary of Klöckner & 
Co, guaranteed by Klöckner & Co, and will be convertible into 
existing or new shares of Klöckner & Co.
The Bonds will have a maturity of five years and a coupon of 1.50 per
cent. The conversion price has been set at EUR 80.75, which 
represents a premium of 35 per cent above the reference price of EUR 
59.8146 and approximately 405 per cent above the IPO price.
Deutsche Bank AG and JPMorgan are acting as joint bookrunners and 
lead managers for the Offering.
The issuer has granted the lead managers a greenshoe option of up to 
EUR 25 million to cover over-allotments (if any) exercisable until 
the settlement date (27 July 2007).  The issue size can therefore 
reach up to EUR 350 million which, based on the conversion price, 
could result in up to approximately 4.3 million shares underlying the
bond at the outset.
About Klöckner & Co AG: Klöckner & Co is the largest independent 
producer and distributor of steel and metal products in the European 
and North American markets combined. The core business of the 
Klöckner & Co Group is the storage and distribution of steel and 
non-ferrous metals. About 200,000 active customers are supplied 
through approximately 250 distribution locations in 15 countries in 
Europe and North America. Klöckner & Co was founded more than 100 
years ago by Peter Klöckner. During the financial year 2006, the 
Company achieved sales of approximately EUR5.5 billion with around 
10,000 employees. The shares of Klöckner & Co Aktiengesellschaft are 
admitted to trading on the official market segment (Amtlicher Markt) 
of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) with 
simultaneous admission to the sub-segment (Prime Standard) to the 
official market with further post-admission obligations. ISIN: 
DE000KC01000; WKN: KC0100; Common Code: 025808576.
Contacts:
Peter Ringsleben, Claudia Uhlendorf - Corporate Communications
Klöckner & Co AG
Am Silberpalais 1
D - 47057 Duisburg
Peter Ringsleben
Phone: +49 203 307 2800
Fax: +49 203 307 5060
e-mail:  peter.ringsleben@kloeckner.de
Claudia Uhlendorf
Phone: +49 203 307 2289
Fax: +49 203 307 5103
e-mail:  claudia.uhlendorf@kloeckner.de
*****
IMPORTANT NOTE
NOT FOR DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF 
AMERICA (OR TO US PERSONS), AUSTRALIA, CANADA 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 or form part of, and should not be construed as an offer 
or an invitation to sell, or issue or the solicitation of any offer 
to buy or subscribe for, any securities.  In connection with this 
transaction there has not been, nor will there be, any public 
offering of the Bonds.  No prospectus will be prepared in connection 
with the offering of the Bonds.  The Bonds may not be offered to the 
public in any jurisdiction in circumstances which would require the 
Issuer of the Bonds to prepare or register any prospectus or offering
document relating to the Bonds in such jurisdiction.  The 
distribution of this press release and the offer and sale of the 
Bonds in certain jurisdictions may be restricted by law. Italy has 
only partially implemented the Prospectus Directive and, accordingly,
the provisions of the Prospectus Directive shall apply with respect 
to Italy only to the extent to which the relevant provisions of the 
Prospectus Directive have already been implemented in Italy. The 
Bonds may not be placed, sold or offered to individuals resident in 
Italy in the primary or in the secondary market.  Any persons reading
this press release should inform themselves of and observe any such 
restrictions.
In connection with the offering of the convertible bonds, Deutsche 
Bank (the "Stabilising Manager") or any person acting on behalf of 
the Stabilising Manager, may over-allot and effect transactions with 
a view to supporting the market price of the Bonds at a level higher 
than that which might otherwise prevail. However, there is no 
assurance that the Stabilising Manager (or persons acting on behalf 
of the Stabilising Manager) will undertake stabilisation action. Any 
stabilisation action shall begin on or after the date on which 
adequate public disclosure of the final terms of the offer of the 
Bonds is made and, if begun, may be ended at any time, but it must 
end no later than the earlier of 30 days after the Settlement Date 
and 60 days after the allotment of the Bonds. Stabilisation FSA
This press release does not constitute an offer to sell or a 
solicitation of an offer to purchase any securities in the United 
States.  The securities referred to herein (including the Bonds and 
the shares of Klöckner & Co) have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the "Securities 
Act") or the laws of any state within the U.S., and may not be 
offered or sold in the United States or to or for the account or 
benefit of U.S. persons, except in a transaction not subject to, or 
pursuant to an applicable exemption from, the registration 
requirements of the Securities Act or any state securities laws. This
press release and the information contained herein may not be 
distributed or sent into the United States, or in any other 
jurisdiction in which offers or sales of the securities described 
herein would be prohibited by applicable laws and should not be 
distributed to United States persons or publications with a general 
circulation in the United States.  No offering of the Bonds is being 
made in the United States.
This press release is only being distributed to and is only directed 
at (i) persons who have professional experience in matters relating 
to investments falling within Article 19(1) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") 
and (ii) high net worth entities falling within Article 49(2) of the 
Order and (iii) persons to whom it would otherwise be lawful to 
distribute it (all such persons together being referred to as 
"relevant persons").  The Bonds are only available to, and any 
invitation, offer or agreement to subscribe, purchase or otherwise 
acquire such Bonds will be engaged in only with, relevant persons.  
Any person who is not a relevant person should not act or rely on 
this press release or any of its contents.
*****
end of announcement                               euro adhoc 18.07.2007 16:10:41

Further inquiry note:

Claudia Uhlendorf
Telefon: +49(0)203-307-2289
E-Mail: claudia.uhlendorf@kloeckner.de

Branche: Metal Goods & Engineering
ISIN: DE000KC01000
WKN: KC0100
Index: CDAX, Classic All Share, Prime All Share, MDAX
Börsen: Börse Frankfurt / official dealing/prime standard
Börse Berlin / free trade
Börse Hamburg / free trade
Börse Stuttgart / free trade
Börse Düsseldorf / free trade
Börse München / free trade

Original-Content von: Klöckner & Co SE, übermittelt durch news aktuell

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