AURELIUS SE & Co. KGaA Resolves on Issuance of Convertible Bonds

24.11.2015

AURELIUS SE & Co. KGaA Resolves on Issuance of Convertible Bonds

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AURELIUS SE & Co. KGaA Resolves on Issuance of Convertible Bonds

Munich, November 24, 2015 - The Board of Directors of AURELIUS SE & Co. KGaA ("AURELIUS" or the "Company"), with the approval of the Company's Supervisory Board, resolved today on the offer of senior, unsecured convertible bonds due 2020 (the "Bonds") with an aggregate principal amount of approximately €175 million, convertible into new and/or existing ordinary bearer shares with no par value (the "Shares") of the Company.

The Company intends to use the proceeds for pursuing investment opportunities in line with the business model, to fund share repurchases in line with its stated buyback programme and for general corporate purposes.

The Bonds will have an expected maturity date of 1 December 2020 (the "Maturity Date"), be issued at 100% of their principal amount with a denomination of EUR 100,000 per Bond and are expected to carry a coupon between 0.375% to 1.000% paid on an annual basis.

The Bonds will be initially convertible into up to 3.17 million Shares of the Company, representing up to 10.0% of the current share capital of the Company, by making use of the authorisation to issue convertible bonds and the conditional capital, under exclusion of the shareholders’ subscription rights. The initial conversion price is expected to be set at a premium of between 30.0% and 37.5% above the reference share price, being the volume-weighted average price on XETRA of Shares today. The interest rate, the total nominal amount, the total number of bonds, the initial conversion price and the conversion price premium are expected to be determined via an accelerated bookbuilding over the course of today and to be announced subsequently. The Bonds are expected to be issued by the Company on or about 1 December 2015.

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 22 December 2018, if the price of the 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 issued remains outstanding.

The Bonds will be placed privately solely with institutional investors outside the US in reliance on Regulation S under the United States Securities Act of 1933, as well as outside Canada, Australia, Japan, South Africa, New Zealand and any other jurisdiction in which such distribution would be prohibited by applicable law. It is intended for the Bonds to be included in the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange.

The Company has committed to a 3-month lock-up regarding further equity and equity-linked transactions, subject to certain customary exceptions.

Berenberg and UBS Limited are acting as Joint Bookrunners.

 

Disclaimer

This publication may not be published, distributed or transmitted, directly or indirectly, in the United States (including its territories and possessions), Canada, Australia, South Africa, New Zealand or Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes 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 publication does not constitute an offer of securities for sale, an offer to purchase any securities or a solicitation of an offer to purchase securities in the United States, Germany or any other jurisdiction. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. The securities mentioned herein (including the convertible bonds and the Aurelius SE & Co. KGaA shares to be delivered at conversion) may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Aurelius SE & Co. KGaA does not intend to register any portion of any offering of its securities in the United States or to conduct an offering of its securities in the United States.

In the United Kingdom, this document is only being distributed to and is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

In member states of the European Economic Area which have implemented the Prospectus Directive (each, a “Relevant Member State”), this announcement and any offer if made subsequently is directed exclusively at persons who are “qualified investors” within the meaning of the Prospectus Directive. 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.

No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.

This information contains forward-looking statements that are based upon current views and assumptions of the Aurelius SE & Co. KGaA management, which were made to its best knowledge. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors which could cause the earnings position, profitability, performance or the results of Aurelius SE & Co. KGaA or the success of the housing industry to differ materially from the earnings position, profitability, performance or the results expressly or implicitly assumed or described in these forward-looking statements. In consideration of these risks, uncertainties and other factors, persons receiving these documents are advised not to unreasonably rely on these forward-looking statements. Aurelius SE & Co. KGaA does not assume any obligation to update such forward-looking statements and to adjust them to any future results and developments.

In connection with any offering of the convertible bonds of Aurelius SE & Co. KGaA (the “Bonds”), BERENBERG and UBS Investment Bank (together, the “Joint Bookrunners”) and any of their respective affiliates acting as an investor for their own account may take up as a proprietary position any Bonds and in that capacity may retain, purchase or sell for their own account such Bonds. In addition any of the Joint Bookrunners or its affiliates may enter into financing arrangements and swaps with investors in connection with which such Joint Bookrunner (or its affiliates) may from time to time acquire, hold or dispose of Bonds. The Joint Bookrunners do 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.

The Joint Bookrunners are acting on behalf of Aurelius SE & Co. KGaA and no one else in connection with any offering of the Bonds and will not be responsible to any other person for providing the protections afforded to clients of the respective Joint Bookrunners nor for providing advice in relation to any offering of the Bonds.