DGAP-News: Drillisch AG prices and issues convertible bonds

DGAP-News: Drillisch AG / Key word(s): Issue of Debt/Bond Drillisch AG prices and issues convertible bonds 05.12.2013 / 16:31 --------------------------------------------------------------------- NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA, CANADA AND JAPAN OR ANY JURISDICTION IN WHICH OFFERS OR SALES OF THE SECURITIES WOULD BE PROHIBITED BY APPLICABLE LAW This press release is an advertisement and not a prospectus and not an offer of securities for sale to U.S. persons or in any jurisdiction, including in or into the United States, Canada and Japan or any jurisdiction in which offers or sales of the securities would be prohibited by applicable law. Neither this press release nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Press release Drillisch AG prices and issues convertible bonds Issue size: EUR 100 million Coupon: 0.75% Conversion price: EUR 28.2869 Maintal, December 5, 2013 - Drillisch AG ('Drillisch' or the 'Company') successfully placed EUR 100 million of senior, unsecured convertible bonds due 2018 (the 'Bonds'), convertible into shares of the Company with international institutional investors outside of the US only. The issuance was multiple times oversubscribed. With this transaction Drillisch diversifies its funding sources and increases its financial and strategic flexibility. The Company intends to use the proceeds from the sale of the Bonds for general corporate purposes. The Bonds have a maturity of 5 years. The Bonds will be issued and redeemed at maturity at 100% of their principal amount and the coupon was set at 0.75% p.a. payable semi-annually in arrears. The initial conversion price was set at EUR 24.2869, which represents a conversion premium of 22.5% above the reference share price of EUR 19.8260. The Bonds will be issued directly by Drillisch and will be issued in denominations of EUR 100,000 each. Settlement is expected to take place on or about 12 December 2013. It is intended that an application will be made for the Bonds to be traded on the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange. Drillisch will commit to a three-month lock-up, subject to certain exceptions. BofA Merrill Lynch acted as Sole Bookrunner in relation to the transaction. IMPORTANT NOTICE 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 Company, Merrill Lynch International or any of their respective affiliates, or any person acting on behalf of thereof, 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 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 pursuant to Regulation S under the Securities Act. 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 securities referred to herein is being made in the United States. The offer referred to herein when made in member states of the European Economic Area ('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 ('Qualified Investors'). For these purposes, the expression 'Prospectus Directive' means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a relevant member state), 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 document 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 document 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 European Economic Area other than the United Kingdom, by persons who are not Qualified Investors. Merrill Lynch International is acting on behalf of the Company and no one else in connection with the securities and will not be responsible to any other person for providing the protections afforded to clients of Merrill Lynch International, or for providing advice in relation to the securities. In connection with the offering of the Bonds, Merrill Lynch International and any of its 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 Company or any related investments and may offer or sell such securities or other investments otherwise than in connection with the offering of the Bonds. Merrill Lynch International 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. This press release may include statements that are, or may be deemed to be, 'forward-looking statements'. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms 'believes', 'estimates', 'plans', 'projects', 'anticipates', 'expects', 'intends', 'may', 'will' or 'should' or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the business, results of operations, financial position, liquidity, prospects, growth or strategies of the Company. Forward-looking statements speak only as of the date they are made. Each of the Company and Merrill Lynch International and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement contained in this press release whether as a result of new information, future developments or otherwise. None of Merrill Lynch International or any of its respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this press release (or whether any information has been omitted from the press release) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this press release or its contents or otherwise arising in connection therewith. Contact: Oliver Keil Head of Investor Relations Mail: ir@drillisch.de End of Corporate News --------------------------------------------------------------------- 05.12.2013 Dissemination of a Corporate News, transmitted by DGAP - a company of EQS Group AG. The issuer is solely responsible for the content of this announcement. DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------- Language: English Company: Drillisch AG Wilhelm-Röntgen-Stra�e 1-5 63477 Maintal Germany Phone: +49 (0)6181 412 218 Fax: +49 (0)6181 412 183 E-mail: ir@drillisch.de Internet: www.drillisch.de ISIN: DE0005545503 WKN: 554550 Indices: TecDAX Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, München, Stuttgart End of News DGAP News-Service --------------------------------------------------------------------- 243438 05.12.2013