DGAP-Adhoc: CANCOM SE issues Convertible Bond CANCOM SE /

CANCOM SE / Key word(s): Bond 20.03.2014 08:19 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a company of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- NOT FOR DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN, OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW CANCOM SE issues Convertible Bond Munich, Germany, 20 March 2014 - The Executive Board of CANCOM SE, Munich passed a resolution today with the approval of the Audit Committee, authorized by the Supervisory Board, to offer senior, unsecured convertible bonds with an aggregate nominal amount of up to EUR 45,000,000 maturing March 27, 2019. The convertible bonds are initially convertible into up to 1,000,000 newly issued bearer shares with no par value of CANCOM SE. The shareholders' pre-emptive rights are excluded. The convertible bonds will be issued at 100 % of their nominal value with a denomination of EUR 100,000 per bond and, unless previously converted, repurchased or redeemed, will be redeemed at par at maturity. The convertible bonds will be offered with an annual interest rate of 0.125 % to 0.875 % and with a conversion premium of 20 % up to 25 % above the applicable reference share price (such reference share price of CANCOM SE will be equal to the volume-weighted average quotation (XETRA) of CANCOM SE shares during the accelerated bookbuilding), solely to institutional investors outside of the United States of America, Canada, Australia and Japan via a private placement. The interest rate, the aggregate nominal amount, the initial conversion price and the conversion premium are expected to be determined during an accelerated bookbuilding process over the course of today. CANCOM SE will have the option to redeem the convertible bonds after the first three years, if the price of CANCOM SE shares exceeds 130 % of the then prevailing conversion price over a specified period. The convertible bonds are expected to be issued by CANCOM SE on or about March 27, 2014 and to be included to trading on the non-regulated open market segment (Freiverkehr) of the Frankfurt Stock Exchange. CANCOM SE intends to use the proceeds from the convertible bond offering to finance future growth both organic and through acquisitions. CANCOM SE The Executive Board IMPORTANT NOTIFICATION NOT FOR DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN, OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW This ad-hoc announcement 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 the Convertible Bonds. No prospectus will be prepared in connection with the offering of the Convertible Bonds. The Convertible Bonds may not be offered to the public in any jurisdiction in circumstances which would require the Issuer of the Convertible Bonds to prepare or register any prospectus or offering document relating to the Convertible Bonds in such jurisdiction. The distribution of this ad-hoc announcement and the offer and sale of the Convertible Bonds in certain jurisdictions may be restricted by law. Any persons reading this ad-hoc announcement should inform themselves of and observe any such restrictions. This ad-hoc announcement 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 (including the Convertible Bonds and the shares of KUKA Aktiengesellschaft to be delivered on conversion) 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, except in a transaction not subject to, or pursuant to an applicable exemption from the registration requirements of the Securities Act or any state securities laws. This ad-hoc announcement 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 publications with a general circulation in the United States. The Convertible Bonds are being offered and sold outside the United States only in reliance on Regulation S under the Securities Act. No offering of the Convertible Bonds is being made in the United States. In the United Kingdom, this ad-hoc announcement is only being distributed to and is only directed at (i) persons 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 (the "Order") and (ii) high net worth entities falling within Article 49(2) of the Order and (iii) persons to whom it would otherwise be lawful to distribute it (all such persons together being referred to as "relevant persons"). The Convertible Bonds are only available to relevant persons, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this ad-hoc announcement or any of its contents. Contact: Beate Rosenfeld Manager Corporate Communication & IR CANCOM SE Erika-Mann-Stra�e 69 80636 München Germany Phone: +49 (0) 89 / 54054 5193 mail to: beate.rosenfeld@cancom.de www.cancom.de 20.03.2014 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: CANCOM SE Erika-Mann-Stra�e 69 80636 München Germany Phone: +49-(0)89/54054-0 Fax: +49-(0)89/54054-5119 E-mail: info@cancom.de Internet: http://www.cancom.de ISIN: DE0005419105 WKN: 541910 Indices: TecDAX Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, Hamburg, München, Stuttgart End of Announcement DGAP News-Service ---------------------------------------------------------------------------