Disclosure of inside information
pursuant to Article 17 MAR
24.09.2018 | 17:52 CEST
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN OR ANY JURISDICTION IN WHICH OFFERS OR SALES OF THE SECURITIES WOULD BE PROHIBITED BY APPLICABLE LAW
RAG-Stiftung: Placement of shares of Evonik Industries AG and launch of a bond with the exchange right into shares of Evonik Industries AG
- Placement of approximately 16 million shares (corresponds to approximately 3.4% of the registered share capital of Evonik Industries AG)
- Launch of a bond with the exchange right into existing registered shares of Evonik Industries AG with a total nominal value amounting to EUR 400 million
- Placement of shares and launch of bond take place via a private placement in accelerated bookbuild format
- Final conditions will be announced following completion of the accelerated bookbuilding procedure
Essen, 24 September 2018. RAG-Stiftung holds approximately 68% of in total 466,000,000 no par value registered shares (ISIN: DE000EVNK013) of Evonik Industries AG (Evonik). RAG-Stiftung has issued three bonds with an exchange right into shares of Evonik (ISIN: DE000A11QGV1, DE000A14J3R2, DE000A2BPE24; the Issued Bonds).
Today, the management board of RAG-Stiftung resolved to offer for purchase no-par value registered shares of Evonik via a private placement in an accelerated bookbuild format (the Placement). Subject to the interest of investors during the Placement, approximately 16 million shares of Evonik shall be placed (this corresponds to approximately 3.4% of the total number of Evonik-shares issued).
Additionally, the board of management of RAG-Stiftung decided today to offer another bond exchangeable into existing ordinary registered shares of Evonik Industries AG (the Bond 2018).
The Bond 2018 is of senior and unsecured status and has a maturity of 6 years. The Bond 2018 will be offered for purchase to institutional investors via a private placement in accelerated bookbuild format. Subject to the interest of investors during the placement, bonds with a total nominal value of EUR 400 million shall be placed. It is intended that an application will be made for the Bond 2018 to be admitted to trading on the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange.
The Placement of shares of Evonik and/or the launch of the Bond 2018 could have an impact on the market price of the Issued Bonds.
Dr Hans-Georg Heesen
Im Welterbe 10
Fon +49 (0) 201 378 3350
Fax +49 (0) 201 378 3400
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. No prospectus will be prepared in connection with the offering of the securities referred to herein. The securities referred to herein may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the securities referred to herein in such jurisdiction.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States. The distribution of this announcement and the offer and sale of the securities referred to herein may be restricted by law in certain jurisdictions and persons into whose possession any 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 announcement does not contain or constitute or form part of, and should not be construed as, an offer or invitation to sell, or the solicitation of an offer to buy or subscribe for, any securities to any person in the United States, Australia, Canada, South Africa or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.
The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended or the laws of any state within the United States or under the applicable securities laws of Australia, Canada, South Africa or Japan, and may not be offered or sold in the United States, unless registered under the Securities Act or offered and sold in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, South Africa or Japan. There will be no public offer of the securities referred to herein in the United States, Australia, Canada, South Africa or Japan.
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.
The Bonds 2018 are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a "Retail Investor" means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU ("MIFID II"); (ii) a customer within the meaning of Directive 2002/92/EC ("IMD"), where that customer would not qualify as a professional client as defined in point (10) of article 4(1) of MIFID II; or (iii) not a Qualified Investor as defined in the Prospectus Directive. Consequently, no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Bonds 2018 or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Bonds 2018 or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
In the United Kingdom, this announcement 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 announcement 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.
This announcement 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 RAG‐Stiftung'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 it’s business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward‐looking statements speak only as of the date they are made.
RAG‐Stiftung and its affiliates expressly disclaim any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise.
No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change.
The date of admission of the Bond 2018 bonds to trading may be influenced by things such as market conditions. There is no guarantee that admission will occur and you should not base your financial decisions on RAG‐Stiftung's intentions in relation to admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the exchangeable bond offering. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the exchangeable bonds offering for the person concerned.