Klöckner & Co prices convertible bond offering
Duisburg (euro adhoc) -
Coupon of 1.50% Conversion price set at EUR 80.75
ots.CorporateNews transmitted by euro adhoc. The issuer is responsible for the content of this announcement.
borrowings/convertible bond
Duisburg, 18 July 2007 - The management board
of Klöckner & Co AG ("Klöckner & Co") announces the pricing of its
offering (the "Offering") to institutional investors outside of the
US only of EUR 325 million, senior unsecured convertible bonds (the
"Bonds"), including the immediate exercise of the increase option of
EUR 25 million. "We are pleased about the successful placement of the
convertible bonds. The proceeds from the sale of the convertible
bonds will be partly used for continuing our successful acquisition
strategy," commented Dr. Thomas Ludwig, CEO at Klöckner & Co AG.The Bonds will be issued by Klöckner & Co Finance International S.A. (the "issuer"), a wholly-owned Luxembourg subsidiary of Klöckner & Co, guaranteed by Klöckner & Co, and will be convertible into existing or new shares of Klöckner & Co.
The Bonds will have a maturity of five years and a coupon of 1.50 per cent. The conversion price has been set at EUR 80.75, which represents a premium of 35 per cent above the reference price of EUR 59.8146 and approximately 405 per cent above the IPO price.
Deutsche Bank AG and JPMorgan are acting as joint bookrunners and lead managers for the Offering.
The issuer has granted the lead managers a greenshoe option of up to EUR 25 million to cover over-allotments (if any) exercisable until the settlement date (27 July 2007). The issue size can therefore reach up to EUR 350 million which, based on the conversion price, could result in up to approximately 4.3 million shares underlying the bond at the outset.
About Klöckner & Co AG: Klöckner & Co is the largest independent producer and distributor of steel and metal products in the European and North American markets combined. The core business of the Klöckner & Co Group is the storage and distribution of steel and non-ferrous metals. About 200,000 active customers are supplied through approximately 250 distribution locations in 15 countries in Europe and North America. Klöckner & Co was founded more than 100 years ago by Peter Klöckner. During the financial year 2006, the Company achieved sales of approximately EUR5.5 billion with around 10,000 employees. The shares of Klöckner & Co Aktiengesellschaft are admitted to trading on the official market segment (Amtlicher Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) with simultaneous admission to the sub-segment (Prime Standard) to the official market with further post-admission obligations. ISIN: DE000KC01000; WKN: KC0100; Common Code: 025808576.
Contacts: Peter Ringsleben, Claudia Uhlendorf - Corporate Communications
Klöckner & Co AG Am Silberpalais 1 D - 47057 Duisburg
Peter Ringsleben Phone: +49 203 307 2800 Fax: +49 203 307 5060 e-mail: peter.ringsleben@kloeckner.de
Claudia Uhlendorf Phone: +49 203 307 2289 Fax: +49 203 307 5103 e-mail: claudia.uhlendorf@kloeckner.de
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IMPORTANT NOTE
NOT FOR DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA (OR TO US PERSONS), AUSTRALIA, CANADA OR JAPAN, OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW
This press release is for information purposes only and does not constitute or form part of, and should not be construed as an offer or an invitation to sell, or issue or the solicitation of any offer to buy or subscribe for, any securities. In connection with this transaction there has not been, nor will there be, any public offering of the Bonds. No prospectus will be prepared in connection with the offering of the Bonds. The Bonds may not be offered to the public in any jurisdiction in circumstances which would require the Issuer of the Bonds to prepare or register any prospectus or offering document relating to the Bonds in such jurisdiction. The distribution of this press release and the offer and sale of the Bonds in certain jurisdictions may be restricted by law. Italy has only partially implemented the Prospectus Directive and, accordingly, the provisions of the Prospectus Directive shall apply with respect to Italy only to the extent to which the relevant provisions of the Prospectus Directive have already been implemented in Italy. The Bonds may not be placed, sold or offered to individuals resident in Italy in the primary or in the secondary market. Any persons reading this press release should inform themselves of and observe any such restrictions.
In connection with the offering of the convertible bonds, Deutsche Bank (the "Stabilising Manager") or any person acting on behalf of the Stabilising Manager, may over-allot and effect transactions with a view to supporting the market price of the Bonds at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager (or persons acting on behalf of the Stabilising Manager) will undertake stabilisation action. Any stabilisation action shall begin on or after the date on which adequate public disclosure of the final terms of the offer of the Bonds is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the Settlement Date and 60 days after the allotment of the Bonds. Stabilisation FSA
This press release does not constitute an offer to sell or a solicitation of an offer to purchase any securities in the United States. The securities referred to herein (including the Bonds and the shares of Klöckner & Co) have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or the laws of any state within the U.S., and may not be offered or sold in the United States or to or for the account or benefit of U.S. persons, except in a transaction not subject to, or pursuant to an applicable exemption from, the registration requirements of the Securities Act or any state securities laws. This press release and the information contained herein may not be distributed or sent into the United States, or in any other jurisdiction in which offers or sales of the securities described herein would be prohibited by applicable laws and should not be distributed to United States persons or publications with a general circulation in the United States. No offering of the Bonds is being made in the United States.
This press release is only being distributed to and is only directed at (i) persons who have professional experience in matters relating to investments falling within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") and (ii) high net worth entities falling within Article 49(2) of the Order and (iii) persons to whom it would otherwise be lawful to distribute it (all such persons together being referred to as "relevant persons"). The Bonds are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Bonds will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this press release or any of its contents.
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end of announcement euro adhoc 18.07.2007 16:10:41
Further inquiry note:
Claudia Uhlendorf
Telefon: +49(0)203-307-2289
E-Mail: claudia.uhlendorf@kloeckner.de
Branche: Metal Goods & Engineering
ISIN: DE000KC01000
WKN: KC0100
Index: CDAX, Classic All Share, Prime All Share, MDAX
Börsen: Börse Frankfurt / official dealing/prime standard
Börse Berlin / free trade
Börse Hamburg / free trade
Börse Stuttgart / free trade
Börse Düsseldorf / free trade
Börse München / free trade