Ad hoc notification pursuant to § 15 of the German Securities Trading Act
(Wertpapierhandelsgesetz)
Not for release, publication or distribution in or into the United States, Australia, Canada or Japan
SGL Carbon AG successfully placed convertible notes
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- Issue of the notes was approx. 12 times oversubscribed
- Coupon was set at 0.75% with an conversion premium of 30%
- Issue size of EUR 200 million
Wiesbaden May 2, 2007. SGL Carbon AG (“SGL”) announces pricing of the senior unsecured convertible notes due 2013 (the “Notes”).
The aggregate issue size of the transaction is EUR 200 million - with high demand from well-known domestic and international investors. Maturity of the Notes will be 6 years. The conversion price has been set at EUR 36.52 representing a premium of 30% above the volume weighted average price of the shares of SGL Carbon AG over the bookbuilding period. The coupon on the Notes has been set at 0.75%.
Settlement of the transaction will take place on or around May 16, 2007.
Application will be made to list the Notes on the Euro MTF segment of the Luxembourg Stock Exchange; the Offering is, however, not conditional upon obtaining such admission to trading.
Dresdner Kleinwort, ABN AMRO Rothschild and LBBW are acting as joint lead managers for the transaction.
Proceeds of the issuance of the Notes will especially be used to replace the outstanding EUR 270 million 8.50% senior notes due 2012 issued by SGL Carbon Luxembourg S.A. and guaranteed by SGL and the existing syndicated credit facility. The Notes are part of a contemplated comprehensive refinancing package by SGL Group which is expected to also include the issuance of senior floating rate corporate bonds in the amount of approximately EUR 200 million as well as new secured syndicated working capital and investment facilities in an aggregate amount of EUR 200 million.
Additional Information:
ISIN: DE0007235301
Listing: Amtlicher Markt / Prime Standard / Frankfurter Wertpapierbörse
(Official Market / Prime Standard / Frankfurt Stock Exchange)
Company’s seat: Wiesbaden
About SGL Group – The Carbon Company
The SGL Group is one of the world’s leading manufacturers of carbon-based products. It has a comprehensive portfolio ranging from carbon and graphite products to carbon fibers and composites. SGL Group’s core competencies are its expertise in high-temperature technology as well as its applications and engineering know-how gained over many years. These competencies enable the Company to make full use of its broad material base. SGL Group’s carbon-based materials combine several unique properties such as electrical and thermal conductivity, heat and corrosion resistance as well as high mechanical strength combined with low weight. Due to the paradigm shift in the use of materials as a result of the worldwide shortage of energy and raw materials, there is a growing demand for SGL Group’s high-performance materials and products from an increasing number of industries. Carbon and graphite products are used whenever other materials such as steel, aluminum, copper, plastics, wood etc. fail due to their limited properties. Products from the SGL Group are used predominantly in the steel, aluminum, automotive, chemical and glass/ceramics industries. However, manufacturers in the semiconductor, battery, solar/wind energy, environmental protection, aerospace and defense industries as well as in the nuclear energy industry also figure among the Company’s customers.
With around 30 production sites in Europe, North America and Asia as well as a service network covering more than 100 countries, the SGL Group is a company with a global presence. In 2006, the Company’s workforce of 5,250 generated sales of € 1.2 billion. The Company’s head office is located in Wiesbaden/Germany.
Important information:
This press release constitutes neither an offer to sell nor a solicitation to buy any securities.
This press release is not being issued in the United States of America and must not be distributed to U.S. persons (as defined in regulations S of the U.S. securities act of 1933, as amended (“Securities Act”) or publications with a general circulation in the United States. This press release does not constitute an offer or invitation to purchase any securities in the United States. The securities of SGL Carbon Aktiengesellschaft have not been registered under the securities act and may not be offered, sold or delivered within the United States or to U.S. persons absent from registration under or an applicable exemption from the registration requirements of the United States Securities Law.
This document is directed only at persons (I) who are outside the United Kingdom or (II) who have professional experience in matters relating to investment falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (The “order”) or (III) who fall within article 49(2)(A) to (D) (“High net worth companies, Unincorporated Associations, etc.”) of the order (all such persons together being referred to as “relevant persons”). Any person who is not a relevant person must not act or rely on this communication or any of its contents. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons.
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