Public disclosure of inside information according to article 17 MAR
conwert Immobilien Invest SE: Issue of new convertible bonds due 2018
Repurchase of outstanding convertible bonds due 2014
Vienna
(pta008/30.08.2012/08:25 UTC+2)
Not for release or publication in, or distribution to, the United States of America, Canada, Japan and Australia or any other jurisdiction in which offers or sales of securities of conwert Immobilien Invest SE are prohibited by applicable law.
Vienna, 30 August 2012. conwert Immobilien Invest SE , a company listed on the Vienna Stock Exchange, has initiated a two-step transaction with the aim of reducing its leverage and extending the maturity profile of its debt.
The transaction comprises an invitation by conwert to the holders of its outstanding 1.50% convertible bonds due 2014 (ISIN AT0000A07PZ5) to tender any and all of their bonds for cash. At the same time, conwert is launching an offering of senior convertible bonds in an aggregate principal amount of 80 million Eur due 2018.
The invitation is being made in accordance with the terms and conditions of the tender invitation memorandum dated 30 August 2012. For each 100,000 Eur principal amount of 2014 bonds validly tendered by holders and accepted by conwert, conwert will pay a purchase price of 107,963.70 Eur plus interest accrued up to (but excluding) the settlement date.
Tenders of 2014 bonds may be submitted in the period from today, 30 August 2012, until 5 p.m. (CET) on 5 September 2012. The results of the transaction will be announced on 6 September 2012 and settlement is expected to occur on or about 7 September 2012.
The 2018 bonds (ISIN AT0000A0WMQ5) will be privately placed with selected institutional investors in Austria and other jurisdictions outside the United States, Canada, Australia and Japan.
The 2018 bonds will have a maturity of six years. Holders of the 2018 bonds will be entitled to demand an early redemption of their bonds at the principal amount together with accrued interest on the 3rd anniversary after the issue date. The 2018 bonds will be offered in denominations of 100,000 Eur at an issue price of 100%. The 2018 bonds are expected to pay a semi-annual coupon in the range of 4.00% - 4.50% p.a., and the initial conversion price is expected to be set at a premium of between 30% - 35% above the volume weighted average price of the conwert shares during the bookbuilding period today.
2018 bond holders will be entitled to convert the bonds into an aggregate number of no-par-value bearer shares of conwert to be determined upon pricing. The shareholders' pre-emptive rights to subscribe for the 2018 bonds were excluded by the Annual General Meeting on 15 April 2010. conwert intends to apply for the 2018 bonds to be traded on the unregulated Third Market (Multilateral Trading Facility) of the Vienna Stock Exchange.
Barclays is acting as Sole Bookrunner of the offering and as Dealer Manager in the invitation. Raiffeisen Centrobank AG is acting as Co-Lead Manager of the offering and Lucid Issuer Services Limited is acting as Tender Agent in the invitation.
The information contained herein is not for release or publication in, or distribution to, the United States (as defined below), Canada, Japan and Australia, or any other jurisdiction in which offers or sales of securities of conwert Immobilien Invest SE are prohibited by applicable law.
Warning: This press release does not constitute or form part of any offer or solicitation to purchase or subscribe for sale securities of conwert Immobilien Invest SE. No public offer of the 2018 Bonds will be made in Austria or any other jurisdiction. Therefore, no prospectus is required in accordance with Directive 2003/71/EC.
This press release is not being issued in the United States of America, its territories and possessions, any State of the United States of America, and the District of Columbia ("United States") and must not be distributed, directly or indirectly, in or into the United States. The securities referred to in this press release (including the 2018 bonds and the shares of conwert Immobilien Invest SE) have not been and will not be registered under the U.S. Securities Act of 1933, as amended ("Securities Act"), and may not be offered or sold in the United States absent an exemption from registration under the Securities Act. No offer or acceptance to repurchase any existing bonds will be accepted from the United States of America.
The invitation referenced herein is not being made, directly or indirectly, in or into the United States by use of the mails or by any means or instrumentality (including, without limitation, e-mail, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or of any facility of a national securities exchange of the United States and the invitation cannot be accepted by any such use, means, instrumentality or facility or from within the United States.
This press release is not for general publication, release or distribution in the United Kingdom and may only be distributed in the United Kingdom to persons who (i) are investment professionals falling within article 19(5) of the U.K. Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, in its current version (the "Order"), or (ii) are high net worth entities or other persons to whom it may lawfully be communicated falling within article 49(2) (a) to (d) of the Order (all such persons will be referred to as "Relevant Persons" below). Anyone in the United Kingdom who is not a Relevant Person may not act on the basis of this press release or its contents. Any investment or investment activity to which this press release refers is only available to Relevant Persons and is only carried out with Relevant Persons.
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Emitter: |
conwert Immobilien Invest SE Alserbachstraße 32 1090 Wien Austria |
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Contact Person: | Dr. Clemens Billek | |
Phone: | +43 / 1 / 521 45-700 | |
E-Mail: | cwi@conwert.at | |
Website: | www.conwert.at | |
ISIN(s): | AT0000697750 (Share) | |
Stock Exchange(s): | Vienna Stock Exchange |