EANS-News: Salzgitter AG announces adjustment of the Exchange Ratio under the
bonds exchangeable into shares of Aurubis AG due 2017
--------------------------------------------------------------------------------
Corporate news transmitted by euro adhoc. The issuer/originator is solely
responsible for the content of this announcement.
--------------------------------------------------------------------------------
Capital measures/Capital Measrue / bonds exchangeable ISIN DE000A1AYDS2
Salzgitter (euro adhoc) - Not for publication or distribution in the United
States, Australia, Canada, Japan or South Africa
On 28 February 2013, the shareholders' meeting of Aurubis AG resolved upon the
payment of a cash dividend for the financial year 2011/2012 of EUR 1.35 per
no-par value share in Aurubis AG entitled to dividends. Herewith Salzgitter AG
announces that the Exchange Ratio under the senior unsecured bonds exchangeable
into existing ordinary bearer shares of Aurubis AG, issued by Salzgitter Finance
B.V. and guaranteed by Salzgitter AG, due 2017 (the "Bonds") is adjusted
following the payment of an Extraordinary Cash Dividend pursuant to § 10 (5) of
the Terms and Conditions of the Bonds. Pursuant to § 10 (14) of the Terms and
Conditions of the Bonds, the Extraordinary Cash Dividend for the Relevant
Financial Year lasting from 1 October 2011 to 30 September 2012 amounts to EUR
1.35. As a consequence, the adjusted Exchange Ratio amounts to EUR 1,078.2218.
This Adjustment in accordance with § 10 (11) of the Terms and Conditions of the
Bonds became effective on 1 March 2013.
IMPORTANT NOTE - NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (OR TO US PERSONS),
AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA, OR IN ANY OTHER JURISDICTION IN WHICH
OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW
This publication 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 any securities. The Bonds may not be offered to
the public in any jurisdiction in circumstances which would require the Issuers
of the Bonds to prepare or register any prospectus or offering document relating
to the Bonds in such jurisdiction.
The distribution of this publication and the offer and sale of the Bonds in
certain jurisdictions may be restricted by law. Any persons reading this
publication should inform themselves of and observe any such restrictions.
This publication does not constitute an offer to sell or a solicitation of an
offer to purchase any securities in the United States, Germany or any other
jurisdiction. The securities referred to herein (including the Bonds and the
shares of Aurubis AG) have not been and will not be 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 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. This
publication 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.
Subject to certain exceptions, the securities referred to herein (including the
Bonds and the shares of Aurubis AG) may not be offered or sold in Australia,
Canada, Japan or South Africa to, or for the account or benefit of, any
national, resident or citizen of Australia, Canada, Japan or South Africa. The
offer and sale of the securities referred to herein has not been and will not be
registered under the applicable securities laws of Australia, Canada, Japan or
South Africa.
In the United Kingdom, this publication is only being distributed to and is only
directed at (i) persons who are falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
"Order") and (ii) persons falling within Article 49(2)(a)-(d) of the Order (high
net worth companies, unincorporated associations etc.) and (iii) persons to whom
it would otherwise be lawful to distribute it (all such persons together being
referred to as "Relevant persons"). This document is directed only at Relevant
Persons and must not be acted on or relied on 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.
Any offer of the Bonds may in member states of the European Economic Area which
have implemented the Prospectus Directive (each, a "relevant member state"),
only be directed at persons who are "qualified investors" within the meaning of
Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC as amended and
applicable) and pursuant to the relevant implementing rules and regulations
adopted by each relevant member state ("Qualified Investors").
Further inquiry note:
Markus Heidler
Deputy Head of Investor Relations
+49 (0) 5341/21-6105
heidler.m@salzgitter-ag.de
end of announcement euro adhoc
--------------------------------------------------------------------------------
company: Salzgitter AG
Eisenhüttenstraße 99
D-38239 Salzgitter
phone: +49 (0) 5341-21-3783
mail: info@salzgitter-ag.de
WWW: http://www.salzgitter-ag.de
sector: Iron & Steel
ISIN: DE0006202005
indexes: Midcap Market Index, MDAX, CDAX, Classic All Share, Prime All Share
stockmarkets: free trade: Hannover, Berlin, München, Hamburg, Düsseldorf,
Stuttgart, regulated dealing/prime standard: Frankfurt
language: English