NOT FOR DIRECT OR INDIRECT PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH OFFERS OR SALES OF THE SECURITIES WOULD BE PROHIBITED BY APPLICABLE LAWS.
The Management Board of voestalpine AG ("voestalpine") resolved today, with the consent of the Supervisory Board, to launch an offering (the “Offering”) of senior unsecured convertible bonds due 2028 in an aggregate principal amount of EUR 250 million (the "Bonds"). The Bonds will be convertible into new and/or existing no-par value ordinary bearer shares of voestalpine (the "Shares").
The Bonds with a denomination of EUR 100,000 per Bond will be issued at 100% of their principal amount. Unless previously converted, redeemed or repurchased and cancelled, the Bonds will be redeemed at their principal amount plus accrued interest on or around 28 April 2028.
The Offering will be made by way of an accelerated bookbuilding solely to institutional investors outside the United States of America in reliance on Regulation S under the U.S. Securities Act of 1933, as amended, as well as outside of Australia, Canada, Japan, South Africa and any other jurisdiction in which offers or sales of the Bonds would be prohibited by applicable law. The existing shareholders’ pre-emptive rights (Bezugsrechte) to the Bonds are excluded.
The result of the Offering and the final terms of the Bonds are expected to be determined and announced through a separate press release later today. Settlement is expected to take place on or around 28 April 2023.
IMPORTANT NOTICE
This announcement may not be published, distributed or transmitted, directly or indirectly, in the United States of America (including its territories and possessions), Australia, Canada, Japan, 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 voestalpine 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" with-in the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 as amended (the “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, the UK or elsewhere. No PRIIPs key information document (KID) has been prepared as not available to retail investors in EEA, the UK or elsewhere.
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.