Essen, 9 March 2017 – RAG-Stiftung (the "Issuer") announces today the launch of EUR 500 million senior unsecured bonds due 2023 (the "Bonds") exchangeable into ordinary registered shares of Evonik Industries AG ("Evonik"). The Bonds will be offered in an accelerated bookbuilding to institutional investors outside of the U.S. only.
The base offering size will be EUR 500 million. The base offering size may be increased by up to EUR 100 million at the Issuer’s discretion before pricing. Based on an issue size of EUR 500 million, the number of underlying Evonik shares will initially be approx. 12.4 - 12.9 million, representing approx. 2.7 - 2.8% of the current share capital of Evonik.
The Bonds will be issued at 104% - 106% of their principal amount and will bear no periodic interest. The exchange price will be set at a premium of 30% - 35% above the VWAP (Volume Weighted Average Price) of the Evonik share on XETRA between launch and pricing. The Bonds are callable by the Issuer after 6 April 2021 if the Evonik share price (over a certain period) exceeds 130% of the then applicable exchange price. The Bonds will be redeemed at 100% of their principal amount on 16 March 2023, the final maturity date.
The final terms are expected to be determined and announced today and settlement is expected to take place on or about 16 March 2017. 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.
The Issuer will use the net proceeds of the offering to increase its existing financial assets and for the implementation of its investment strategy. The issuer does not have any financial debt other than the existing EUR 600 million exchangeable bonds due 2018, the existing EUR 500 million exchangeable bonds due 2021 and today's announced offering of new Bonds.
In the context of the transaction, the Issuer has committed to a lock-up of 90 days in respect to Evonik shares.
Citigroup Global Markets Limited, Deutsche Bank AG and UBS Investment Bank are acting as Joint Bookrunners in relation to the offering of the Bonds.
About the RAG-Stiftung
The RAG-Stiftung is a private foundation that was established in 2007. The mission of the RAG-Stiftung is to accumulate sufficient assets by the end of 2018 to enable the permanent financing starting in 2019 of the inherited liabilities with unlimited duration related to German coal mining operations in the Ruhr and Saar region.
Press contact RAG-Stiftung:
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 RAG-Stiftung, Citigroup Global Markets Limited, Deutsche Bank AG or UBS Limited 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 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.
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 the Group's business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward-looking statements speak only as of the date they are made.
Each of RAG-Stiftung, Citigroup Global Markets Limited, Deutsche Bank AG and UBS Limited and their respective affiliates expressly disclaims 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 exchangeable 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.
Citigroup Global Markets Limited, Deutsche Bank AG and UBS Limited are acting exclusively for RAG-Stiftung and no-one else in connection with the offering of the securities referred to herein. They will not regard any other person as their respective clients in relation to such offering and will not be responsible to anyone other than RAG-Stiftung for providing the protections afforded to their respective clients, or for providing advice in relation to such securities, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the offering of the securities referred to herein, Citigroup Global Markets Limited, Deutsche Bank AG and UBS Limited and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase exchangeable bonds of RAG-Stiftung and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such securities and any other securities of RAG-Stiftung or any related investments and may offer or sell such securities or other investments otherwise than in connection with the offering of the securities referred to herein. Citigroup Global Markets Limited, Deutsche Bank AG and UBS Limited do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
None of Citigroup Global Markets Limited, Deutsche Bank AG or UBS Limited or any of their 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 announcement (or whether any information has been omitted from the announcement) or any other information relating to RAG-Stiftung, 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 announcement or its contents or otherwise arising in connection therewith.
Head of Press/ Public Relations
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