NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
Notice to holders of the
EUR 760,000,000 Convertible Bonds due 2027
convertible into no par value ordinary shares of ams-OSRAM AG (the “Issuer”) (ISIN: DE000A283WZ3) (the "Bonds")
Capitalised terms not otherwise defined in this notice shall have the meaning given to them in the terms and conditions of the Bonds (the “Terms and Conditions”).
The Issuer hereby notifies Bondholders that, as a result of the decision by the management board of the Issuer to issue 724,154,662 Shares by way of a rights issue at an offer price of CHF 1.07 per Share and in respect of which the Shares went ex‐rights on 22 November 2023, pursuant to §10(b) of the Terms and Conditions the Conversion Price is adjusted from EUR 27.7209 to EUR 14.3602, effective 22 November 2023.
Premstaetten, 23 November 2023
This announcement constitutes neither an offer to sell nor a solicitation to buy securities of ams-OSRAM AG (“ams”). It does not constitute a prospectus, and no prospectus will be published by ams in connection with this announcement. Any public offer of shares in the rights issue is made solely by means of, and on the basis of, a prospectus (including any amendments thereto, if any) approved on 20 November 2023 by the Austrian Financial Market Authority (Finanzmarktaufsichtsbehörde, “FMA”) and published in Austria. The prospectus in relation to the rights issue of shares is available free of charge from ams during usual business hours, or on the ams website.
This announcement is not for distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions, any State of the United States of America and the District of Columbia), Australia, Canada, Japan or any other jurisdiction in which such distribution or release would be unlawful. These materials do 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 such offer or solicitation may be unlawful.
The securities of ams have not been and will not be registered under the U.S. Securities Act of 1933 ("Securities Act") 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. There will be no public offering of securities in the United States of America.
This announcement is not a prospectus according to articles 35 et seqq. of the Swiss Financial Services Act ("FinSA") but an advertisement within the meaning of article 68 FinSA and as such does not constitute an offer to sell nor a solicitation to buy securities of ams. Any offer regarding any publicly offered securities of ams is solely made by means of, and on the basis of, the prospectus which is available free of charge, inter alia, from ams during regular business hours, or on the ams website. An investment decision regarding the publicly offered securities of ams should only be made on the basis of the prospectus.