NOT FOR RELEASE, PUBLICATION, DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE USA, AUSTRALIA, CANADA OR JAPAN
IMMOFINANZ AG: Successful pricing of EUR 300 million 7-year Convertible Bonds
- Issue size increased from EUR 200 million to EUR 300 million
- Convertible Bond with 30.00% premium and 2.00% Coupon (with 0.50% step down in case of investment grade rating)
IMMOFINANZ AG successfully priced convertible bonds due 2024 in an aggregate nominal amount of EUR 300 million and a denomination of EUR 100,000 each. The Bonds are initially convertible into 125.4 million no-par value bearer shares of IMMOFINANZ AG, representing approximately 12.84% of the current outstanding share capital of IMMOFINANZ AG.
Pre-emptive rights of existing shareholders to subscribe to the Bonds have been excluded.
Following the bookbuilding process, the bond was priced as follows:
- 2.00% coupon p.a.
- There will be a step-down in coupon by 0.5% applicable from the interest period immediately following the first date on which the Company has been rated as investment grade by either S&P, Moody's or Fitch and for the time that the Company maintains such investment grade rating (subject to a 3 months grace period)
- initial conversion premium at 30.00% above the reference share price of EUR 1.8410
- initial conversion price of EUR 2.3933
The final issue size will depend on the acceptance rate of a conversion offer for the outstanding convertible bonds due 2018 which is concurrently conducted. Approx. 43% success rate of the conversion offer will be required for the EUR 300 million to be issued, subject to a pro-rata clawback in case of lower participation, as soon as reasonably practicable after the end of the conversion offer (expected to be on or around 20 January 2017).
The Bonds will have a maturity of 7 years, an investor put option after 5 years and will be issued and redeemed at 100% of their principal amount.
Application will be made to introduce the New Convertible Bonds for trading on the Third Market (MTF) of the Vienna Stock Exchange.
The proceeds will be used to finance a portion of the Conversion offer, refinance existing debt and for general corporate purposes.
Settlement of the convertible is expected to take place on or around 24 January 2017, alongside the incentivized conversion.
Deutsche Bank and JP Morgan acted as Joint Global Coordinator and Joint Bookrunneres and Erste Group Bank, Raiffeisen Bank International and UniCredit Bank were acting as Co-Lead Managers.
This announcement does not contain nor constitutes an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in the United States, Australia, Canada, Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.
This release is not an offer of securities for sale in the United States of America. Securities may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Any public offering of securities to be made in the United States of America would be made by means of a prospectus that could be obtained from the Company and would contain detailed information about the Company and management, as well as financial statements. There will be no public offer of securities in the United States of America.
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.