Symrise AG issues convertible bonds; issue volume EUR400 million
Pursuant to Art. 17 Abs. 1 of the Market Abuse Regulation (Regulation (EU) No. 596/2014)
NOT FOR DIRECT OR INDIRECT PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA AND JAPAN OR ANY JURISDICTION IN WHICH OFFERS OR SALES OF THE SECURITIES WOULD BE PROHIBITED BY APPLICABLE LAW.
Symrise AG launches convertible bonds offering
- Issue volume of EUR 400 million
- Issue Price: 100 per cent
- 7-year maturity
- 5-year non-conversion period
- Proceeds to be used for the refinancing of existing loan and capital markets indebtedness and for general corporate purposes of the Company
Holzminden, June 13, 2017: The executive board of Symrise AG (the "Company"), with the approval of the Company's supervisory board, resolved today on the offering of senior, unsecured convertible bonds in an aggregate principal amount of EUR 400 million (the "Bonds"), convertible into new and/or existing no-par value ordinary bearer shares of the Company (the "Ordinary Shares"), subject to a non-conversion period of 5 years after the issue date. The Ordinary Shares underlying the Bonds represent up to 3.6 % of the current outstanding share capital. The issuance of the Bonds excludes shareholders' pre-emptive rights (Bezugsrechte).
The Bonds will have a maturity of 7 years and will be issued in a denomination of EUR 100,000 each. They are expected to bear interest at a rate between 0.1 - 0.375 % per annum, payable annually in arrear, and to have a conversion premium of 42.5 - 47.5 % above the volume-weighted average price of the Ordinary Shares on XETRA between launch and pricing.
The final terms of the Bonds are expected to be announced later today through a press release, and settlement is expected to take place on or around June 20, 2017.
The Company will have the option to redeem the Bonds at their principal amount (plus accrued but unpaid interest) in accordance with the terms and conditions of the Bonds at any time (i) on or after July 11, 2021, if the price of the Ordinary Shares exceeds 130% of the then prevailing conversion price over a specified period or (ii) if 20% or less of the aggregate principal amount of the Bonds remains outstanding. Unless previously redeemed, or purchased and cancelled, the Bonds will be convertible at the option of the holder into Shares.
Symrise intends to apply for inclusion of the Bonds to trading on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange.
The Company intends to use the net proceeds of the offering for the refinancing of existing loan and capital markets indebtedness and for general corporate purposes.
The Bonds will be placed in an accelerated bookbuilding only to institutional investors outside the United States in reliance on Regulation S (Category 1) under the United States Securities Act of 1933 as amended, as well as outside of Australia, Canada, Japan and any other jurisdiction in which offers or sales of the Bonds would be prohibited by applicable law.
The information contained in this announcement is for information purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement does not contain or constitute or form part of, and should not be construed as, an offer or invitation to sell, or the solicitation of an offer to buy or subscribe for, any securities.
The distribution of this announcement and the offer and sale of the securities referred to herein may be restricted by law in certain jurisdictions and persons reading this announcement should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada or Japan or in any jurisdiction in which offers or sales of the securities referred to herein would be prohibited by applicable laws. The securities referred to herein 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 United States or under the applicable securities laws of Australia, Canada or Japan, and may not be offered or sold in the United States, unless registered under the Securities Act or offered and sold in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. The securities referred to herein are being offered and sold only outside the United States in "offshore transactions" as defined in and in accordance with Regulation S under the Securities Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. There will be no public offer of the securities referred to herein in the United States, Australia, Canada or Japan.
The offer referred to herein when made in member states of the European Economic Area (the "EEA") which have implemented the Prospectus Directive (each, a "Relevant Member State"), is only addressed to and directed at persons who are "qualified investors" (as defined in the Prospectus Directive (the "Qualified Investors")). For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive), and includes any relevant implementing measure in the relevant member state and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.
In the United Kingdom, this announcement is directed only at, Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) who fall within Article 49(2)(a) to (d) of the Order, and (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not Relevant Persons, and (ii) in any member state of the EEA other than the United Kingdom, by persons who are not Qualified Investors.
13-Jun-2017 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.deLanguage: English
Company: Symrise AG Mühlenfeldstraße 1 37603 Holzminden
Germany Phone: +49 (0)5531 90 0 E-mail: email@example.com Internet: www.symrise.com ISIN: DE000SYM9999 WKN: SYM999 Indices: MDAX Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange End of Announcement DGAP News Service
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