NOT FOR PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA OR TO ANY US PERSONS, AND NOT FOR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN, OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.
ams announces successful placement of EUR 760 million convertible bonds due 2027
Premstaetten, Austria (27 October 2020) -- ams (SIX: AMS), a leading worldwide supplier of high performance sensor solutions, announces the successful placement of of EUR 760 million of guaranteed convertible bonds due 2027 (the "Bonds"). The Bonds will be convertible into new or existing ordinary no par value bearer shares equal to up to 10% of the current issued share capital. Subscription rights of existing shareholders of ams to subscribe to the Bonds have been excluded. The net proceeds of the Bonds will be used for general corporate purposes.
Following today's bookbuilding process, the Bonds were determined to bear a coupon of 2.125% per annum and the initial conversion premium of 47.5% above the reference share price of CHF 20.1736, translated into EUR at the prevailing exchange rate, corresponding to an initial conversion price of EUR 27.7209. The Bonds will have a maturity of 7 years and will be issued and redeemed at 100% of their principal amount. If not previously converted, redeemed or purchased and cancelled, the Bonds will be redeemed at par on 3 November 2027.
Settlement is expected on or around 3 November 2020. An application will be made for the Bonds to be included on the Open Market segment (Freiverkehr) of the Frankfurt Stock Exchange.
The Bonds were offered only to institutional investors outside the U.S. in reliance on Regulation S (Category 2) under the United States Securities Act of 1933 as amended, as well as outside Australia, Canada, Japan, South Africa or any other jurisdiction in which offers or sales of the securities would be prohibited by applicable law and were not offered to any U.S. persons.
ams has agreed to a lock-up period expiring 90 days after the date on which the Bonds are issued subject to customary exceptions.
HSBC, Morgan Stanley and UBS are acting as Global Coordinators and Joint Bookrunners, Commerzbank, Crédit Agricole CIB, Deutsche Bank, and UniCredit are acting as Joint Bookrunners.
The Bonds may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act ("FinSA") and no application has or will be made to admit the Bonds to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. This announcement does not constitute a prospectus pursuant to the FinSA or pursuant to the Swiss Code of Obligations (as in effect immediately prior to the entry into force of the FinSA) or pursuant to the listing rules of SIX Exchange Regulation or any other trading venue in Switzerland.
This announcement may not be published, distributed or transmitted, directly or indirectly, in the United States of America (including its territories and possessions), Japan, Australia, South Africa or any other jurisdiction where such announcement could be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons who are in possession of this document or other information referred to herein should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not constitute an offer of, or a solicitation of an offer to purchase, securities of the company or of any of its subsidiaries in the United States of America, Germany, Austria or any other jurisdiction. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, an offer in any jurisdiction. The securities offered will not be and have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States or to any U.S. person absent registration or an applicable exemption from the registration requirements under the Securities Act.
In the United Kingdom, this announcement 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 must not be acted on, or relied upon, 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 the placement of securities described in this announcement is directed exclusively at persons who are "qualified investors" within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (Prospectus Regulation).
The Bonds 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 or the UK. 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 MIFID II; (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of article 4(1) of MIFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Bonds or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Bonds or otherwise making them available to any retail investor in the EEA or the UK may be unlawful under the PRIIPs Regulation.
No action has been taken that would permit an offering or an acquisition of the securities or a distribution of this announcement in any jurisdiction where such action would be unlawful. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.
This announcement does not constitute a recommendation concerning the placement. Investors should consult a professional advisor as to the suitability of the placement for the person concerned.
This release may contain forward looking statements, estimates, opinions and projections with respect to anticipated future performance of the company ("forward-looking statements"). These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes," "estimates," "anticipates," "expects," "intends," "may," "will" or "should" or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current views, expectations and assumptions of the management of the company and involve significant known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Forward-looking statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Any forward-looking statements included herein only speak as at the date of this release. We undertake no obligation, and do not expect to publicly update, or publicly revise, any of the information, forward-looking statements or the conclusions contained herein or to reflect new events or circumstances or to correct any inaccuracies which may become apparent subsequent to the date hereof, whether as a result of new information, future events or otherwise. We accept no liability whatsoever in respect of the achievement of such forward-looking statements and assumptions.