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Capital measures/senior unsecured bonds
Salzgitter (euro adhoc) - Salzgitter, November 3, 2010
Not for publication or distribution in the United States, Australia, Canada, Japan or South Africa
Salzgitter AG announces exercise of greenshoe option in connection with the offering of senior unsecured bonds exchangeable into shares of Aurubis AG
International Securities Identification Number (ISIN): DE000A1AYDS2 German Wertpapierkennummer (WKN): A1AYDS
In connection with the offering of senior unsecured bonds exchangeable into existing ordinary bearer shares of Aurubis AG (the "Bonds") by Salzgitter Finance B.V. and guaranteed by Salzgitter AG, announced on 28 October 2010, Salzgitter AG announces that today the greenshoe option granted to BofA Merrill Lynch, Commerzbank AG and Deutsche Bank AG (the "Joint Bookrunners and Joint Lead Managers") has been partially exercised and that, as a consequence, the issue size of the Bonds has been increased by a further EUR20.5 million. The aggregate principal amount of the offering therefore amounts to EUR295.5 million.
In connection with the offering of the Bonds, Merrill Lynch International acted as Stabilisation Manager. The stabilisation period has been terminated with the partial exercise of the greenshoe option to purchase additional Bonds to cover over-allotments. The Stabilisation Manager has undertaken stabilisation transactions starting on 29 October 2010, the date on which stabilisation last occurred was 29 October 2010.
The price range within which stabilisation was carried out and each of the dates during which stabilisation transactions were carried out are set out in the following table:
Date Price Range 29 October 2010 99.85% - 100.00%
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE. This announcement constitutes neither an offer to sell nor a solicitation to buy securities of Salzgitter Finance B.V., Salzgitter AG, Aurubis AG or any other party. The securities have already been sold.
IMPORTANT NOTE - NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (OR TO US PERSONS), AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA, 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 any securities. 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 Issuers 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. Any persons reading this press release should inform themselves of and observe any such restrictions.
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 Aurubis AG) 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.
Subject to certain exceptions, the securities referred to herein (including the Bonds and the shares of Aurubis AG) may not be offered or sold in Australia, Canada, Japan or South Africa to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or South Africa. The offer and sale of the securities referred to herein has not been and will not be registered under the applicable securities laws of Australia, Canada, Japan or South Africa.
In the United Kingdom, this press release is only being distributed to and is only directed at (i) persons who fall within the meaning of investment professional pursuant to Article 19(5) 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)(a)-(d) 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.
The Joint Bookrunners are acting on behalf of the Issuer and no one else in connection with the Bonds and will not be responsible to any other person for providing the protections afforded to clients of the Joint Bookrunners, or for providing advice in relation to the securities.
In connection with the offering of the Bonds, the Joint Bookrunners and any of their respective affiliates acting as an investor for their own account may take up Bonds and in that capacity may retain, purchase or sell for its own account such securities and any securities of the Issuer, Salzgitter AG or Aurubis AG or any related investments and may offer or sell such securities or other investments otherwise than in connection with the offering of the Bonds. The Bookrunner does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.
Any offer if made may only be addressed to and directed, in member states of the European Economic Area which have implemented the Prospectus Directive (each, a "relevant member state"), at persons who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) and pursuant to the relevant implementing rules and regulations adopted by each relevant member state ("Qualified Investors").
Each person who initially acquires any Bonds in connection with the issuance or to whom any offer of securities may be made will be deemed to have represented, acknowledged and agreed that it is a Qualified Investor as defined above.
In the case of any securities being offered to any investor as a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, such investor will also be deemed to have represented and agreed that the securities acquired by it in the offering have not been acquired on behalf of persons in the EEA other than Qualified Investors or persons in the UK and other member states (where equivalent legislation exists) for whom the investor has authority to make decisions on a wholly discretionary basis, nor have the securities been acquired with a view to their offer or resale in the EEA where this would result in a requirement for publication by the Issuers, Salzgitter AG or the Joint Bookrunners of a prospectus pursuant to Article 3 of the Prospectus Directive, unless the prior consent of the aforementioned parties has been obtained to such offer or resale.
end of announcement euro adhoc
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