Notice regarding convertible bonds due 2025
NOT FOR DISTRIBUTION, PUBLICATION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, INTO OR WITHIN THE UNITED STATES OF AMERICA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION IS UNLAWFUL
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Notice to holders of the EUR 600,000,000
Convertible Bonds due 2025 (ISIN: DE000A19W2L5) (the "Bonds 2025")
issued by ams-OSRAM AG (the “Issuer”)
Capitalised terms not otherwise defined in this notice shall have the meaning given to them in the terms and conditions of the Bonds 2025 (the “Terms and Conditions”).
At the Annual General Meeting of the Issuer on 14 June 2024, a resolution was passed to re-divide the share capital by means of a reverse share split at a ratio of 10:1. The reverse share split was accordingly entered in the Austrian companies register on 24 September 2024.
The first trading day of the new shares, which will be issued under a new international securities identification number (ISIN) following the reverse share split, is 30 September 2024.
The Issuer hereby notifies the Bondholders that pursuant to § 11(a)(ii)(A) of the Terms and Conditions, the Conversion Price of the Bonds 2025 will be adjusted as follows with effect from 24 September 2024:
- Previous Conversion Price per share: EUR 43.4985
- Adjusted Conversion Price per share: EUR 434.9850
The Cash Dividend Thresholds are adjusted as follows:
| Cash Dividends distributed in respect of the Financial Year ending | Cash Dividend Threshold (prior to adjustment) |
Cash Dividend Threshold (adjusted) |
|---|---|---|
| 31 December 2024 | EUR 0.3198 | EUR 3.1980 |
| 31 December 2025 | EUR 0.3517 | EUR 3.5170 |
Premstaetten, 24 September 2024
Important Notice:
This announcement is for informational purposes only and does not constitute an offer to sell nor a solicitation to buy securities.
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 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, Japanese or other applicable securities laws.
The new 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 not been a public offering of shares in the United States of America.
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. No prospectus will be published by ams OSRAM in connection with this announcement.
About ams OSRAM
The ams OSRAM Group (SIX: AMS) is a global leader in intelligent sensors and emitters. By adding intelligence to light and passion to innovation, we enrich people’s lives.
With over 110 years of combined history, our core is defined by imagination, deep engineering expertise and the ability to provide global industrial capacity in sensor and light technologies. We create exciting innovations that enable our customers in the automotive, industrial, medical and consumer markets to maintain their competitive edge and drive innovation that meaningfully improves the quality of life in terms of health, safety and convenience, while reducing impact on the environment.
Our around 20,000 employees worldwide focus on innovation across sensing, illumination and visualization to make journeys safer, medical diagnosis more accurate and daily moments in communication a richer experience. Our work creates technology for breakthrough applications, which is reflected in over 15,000 patents granted and applied. Headquartered in Premstaetten/Graz (Austria) with a co-headquarters in Munich (Germany), the group achieved EUR 3.6 billion revenues in 2023 and is listed as ams-OSRAM AG on the SIX Swiss Exchange (ISIN: AT0000A18XM4).
Find out more about us on https://ams-osram.com
ams is a registered trademark of ams-OSRAM AG. In addition, many of our products and services are registered or filed trademarks of ams OSRAM Group. All other company or product names mentioned herein may be trademarks or registered trademarks of their respective owners.
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For further information
Investor Relations
ams-OSRAM AG
Dr Juergen Rebel
Senior Vice President
Investor Relations
T: +43 3136 500-0
investor@ams-osram.com
Media Relations
ams-OSRAM AG
Bernd Hops
Senior Vice President
Corporate Communications
T +43 3136 500-0
press@ams-osram.com