Keep updated with the CANCOM RSS-Feed and do not miss any important news.
Munich, Germany, 20 March 2014 - The Executive Board of CANCOM SE, Munich
passed a resolution today with the approval of the Audit Committee,
authorized by the Supervisory Board, to offer senior, unsecured convertible
bonds with an aggregate nominal amount of up to EUR 45,000,000 maturing
March 27, 2019. The convertible bonds are initially convertible into up to
1,000,000 newly issued bearer shares with no par value of CANCOM SE. The
shareholders' pre-emptive rights are excluded.
The convertible bonds will be issued at 100 % of their nominal value with a
denomination of EUR 100,000 per bond and, unless previously converted,
repurchased or redeemed, will be redeemed at par at maturity. The
convertible bonds will be offered with an annual interest rate of 0.125 %
to 0.875 % and with a conversion premium of 20 % up to 25 % above the
applicable reference share price (such reference share price of CANCOM SE
will be equal to the volume-weighted average quotation (XETRA) of CANCOM SE
shares during the accelerated bookbuilding), solely to institutional
investors outside of the United States of America, Canada, Australia and
Japan via a private placement.
The interest rate, the aggregate nominal amount, the initial conversion
price and the conversion premium are expected to be determined during an
accelerated bookbuilding process over the course of today. CANCOM SE will
have the option to redeem the convertible bonds after the first three
years, if the price of CANCOM SE shares exceeds 130 % of the then
prevailing conversion price over a specified period.
The convertible bonds are expected to be issued by CANCOM SE on or about
March 27, 2014 and to be included to trading on the non-regulated open
market segment (Freiverkehr) of the Frankfurt Stock Exchange.
CANCOM SE intends to use the proceeds from the convertible bond offering to
finance future growth both organic and through acquisitions.
The Executive Board
NOT FOR DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA,
AUSTRALIA, CANADA OR JAPAN, OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR
SALES WOULD BE PROHIBITED BY APPLICABLE LAW
This ad-hoc announcement 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 Convertible
Bonds. No prospectus will be prepared in connection with the offering of
the Convertible Bonds. The Convertible Bonds may not be offered to the
public in any jurisdiction in circumstances which would require the Issuer
of the Convertible Bonds to prepare or register any prospectus or offering
document relating to the Convertible Bonds in such jurisdiction.
The distribution of this ad-hoc announcement and the offer and sale of the
Convertible Bonds in certain jurisdictions may be restricted by law. Any
persons reading this ad-hoc announcement should inform themselves of and
observe any such restrictions.
This ad-hoc announcement 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 Convertible Bonds and the
shares of KUKA Aktiengesellschaft to be delivered on conversion) 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, 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 ad-hoc announcement 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 publications
with a general circulation in the United States. The Convertible Bonds are
being offered and sold outside the United States only in reliance on
Regulation S under the Securities Act. No offering of the Convertible Bonds
is being made in the United States.
In the United Kingdom, this ad-hoc announcement 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(5) 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 Convertible Bonds are only available to relevant persons,
and any invitation, offer or agreement to subscribe, purchase or otherwise
acquire such securities will be engaged in only with relevant persons. Any
person who is not a relevant person should not act or rely on this ad-hoc
announcement or any of its contents.