ams OSRAM announces preliminary results of exercise period in fully underwritten rights issue with 99.0% take-up of rights

Ad hoc announcement pursuant to Art. 53 Listing Rules of SIX Swiss Exchange 
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ams OSRAM announces preliminary results of exercise period in fully underwritten rights issue with 99.0% take-up of rights

Premstaetten, Austria, and Munich, Germany (6 December 2023) – ams OSRAM hereby announces that as of 6 December 2023, 5:00 p.m. CET, 99.0% of the subscription rights for 716,777,622 Offered Shares under the current Rights Issue have been validly exercised.

On 20 November 2023, ams OSRAM (SIX: AMS) announced the terms of the fully underwritten discounted rights issue (the “Rights Issue”) consisting of a total offering of 724,154,662 new ordinary no-par value bearer shares with full dividend rights as of 1 January 2023 at an issue price of CHF 1.07 per share (the “Offered Shares”). The ordinary share capital increase with subscription rights was approved at ams OSRAM's extraordinary general meeting on 20 October 2023. The subscription period for the rights offering expires today, 6 December 2023.

New Shares that have not been subscribed for by existing shareholders or holders of subscription rights will be offered to institutional investors in private placements (the “International Private Placement”), whereby the placement price will not be below the subscription price of CHF 1.07 per Offered Share. 

Any Offered Shares not subscribed for in the Rights Issue or placed in the International Private Placement will be allocated and subscribed for by the underwriting banks. The final number of Offered Shares thus placed in the market or to the underwriting banks will be announced on or around 7 December 2023. 

Listing and admission to trading of the newly issued Offered Shares on the SIX Swiss Exchange is expected to occur on or around 8 December 2023. Delivery of the Offered Shares against payment of the offer price or the placement price is expected for 11 December 2023.

Upon closing of the Rights Issue, ams OSRAM will receive gross proceeds of approx. CHF 775 million (approx. EUR 802 million). ams OSRAM intends to use the proceeds from the Rights Issue, together with the proceeds of its upsized and successfully priced offering of senior unsecured notes announced on 16 November 2023 and the infrastructure related asset transactions announced on 30 October 2023, to redeem in full its outstanding USD 450,000,000 7% Senior Notes due 2025 and EUR 850,000,000 6% Senior Notes due 2025, repay amounts outstanding under certain bank facilities, fund general corporate purposes, and pay related fees and expenses.

After closing of the Rights Issue, the registered share capital of ams OSRAM will amount to EUR 998,443,942, divided into 998,443,942 no par value bearer shares. 


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Important notice: 

This announcement is for informational purposes only and does not constitute an offer to sell nor a solicitation to buy securities. The public offer has been and will be made solely by means of, and on the basis of, the securities prospectus (including any amendments thereto, if any) approved by the Austrian Financial Market Authority (Finanzmarktaufsichtsbehörde, “FMA”) and notified to the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) and published on ams OSRAM’s website. An investment decision regarding any publicly offered securities of ams OSRAM should only be made on the basis of the securities prospectus. Any orders relating to securities of ams OSRAM received prior to the commencement of the public offering will be rejected. For the public offering made in Austria and Germany, a securities prospectus has been published promptly after approval by FMA in accordance with the Prospectus Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has been made available on the ams OSRAM website.

This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States of America, Australia, Canada or Japan, or any other jurisdiction in which, or to any person to whom, such offer or solicitation may be unlawful. Any failure to comply with these restrictions may constitute a violation of United States of America, Australian, Canadian, Japanese or other applicable securities laws.

The shares of ams OSRAM have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or the securities laws of any state of the United States of America and may not be offered or sold within the United States of America except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws. There has been and there will be no public offering of shares in the United States of America.

This announcement is not a prospectus for the purposes of the Prospectus Regulation or Regulation (EU) 2017/1129 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”), and as such does not constitute an offer to sell or the solicitation of an offer to purchase securities of ams OSRAM. Investors should not subscribe for any securities referred to in this announcement except on the basis of the information contained in any prospectus or offering circular relating to the securities.

This announcement is not a prospectus according to Articles 35 et seqq. of the Swiss Financial Services Act (the “FinSA”) and does not constitute and shall not, in any circumstances, constitute a public offering nor an invitation to the public in connection with any offer within the meaning of the FinSA. The offer has been and will be made solely by means of, and on the basis of, the prospectus published for such purpose which is available free of charge from ams-OSRAM AG and UBS AG (swiss-prospectus@ubs.com) during regular business hours, or on the ams OSRAM website (https://ams-osram.com/investor-relations). An investment decision regarding the publicly offered securities of ams OSRAM should only be made on the basis of the prospectus.

 

Media Relations
ams-OSRAM AG
Bernd Hops
Senior Vice President
Corporate Communications    
T  +43 3136 500-0    
press@ams-osram.com