The Management Board of SGL Carbon SE (the "Issuer" together with its subsidiaries, "SGL Carbon") resolved today, with the consent of the Supervisory Board, to issue unsubordinated, unsecured notes convertible into no-par value ordinary shares of the Issuer (the "Convertible Notes"). The Convertible Notes will be offered only to institutional investors outside the United States of America by way of an accelerated bookbuilding (the "Offering"). The pre-emptive rights (Bezugsrechte) of existing shareholders of the Issuer to subscribe to the Convertible Notes are excluded.
The Convertible Notes shall be convertible into up to approximately 12.234 million no-par value ordinary shares of SGL Carbon SE and are expected to have an aggregate principal amount of approximately € 160 million. It is contemplated that the Convertible Notes have a maturity of 5 years, and will be issued and redeemed at 100% of their principal amount with a coupon of between 2.25% and 3.00% p.a., payable semi-annually in arrear on March 20 and September 20, commencing on March 20, 2019. The initial conversion price will be set at a premium of 30% – 35% above the volume weighted average price of SGL Carbon SE's shares on XETRA between launch and pricing.
Pricing is expected to be announced later today and settlement is expected to take place on or around September 20, 2018.
SKion GmbH, the main shareholder of the Company, has indicated interest to place an order in the accelerated bookbuilding.
SGL Carbon SE intends to list the Convertible Notes on the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange. However, settlement and closing of the Offering is not conditional upon obtaining such inclusion to trading.
SGL Carbon SE plans to use the proceeds from the Offering to refinance existing debt, prolong the maturity profile, increase financial flexibility for further growth and for general corporate purposes.
About SGL Carbon
SGL Carbon is a technology-based company and world leader in the development and production of carbon-based solutions. Its high-quality materials and products made from specialty graphite and composites are used in industrial sectors that determine the future: automotive, aerospace, solar and wind energy, semiconductor and LEDs as well as in the production of lithium-ion batteries and other energy storage systems. In addition, SGL Carbon develops solutions for chemical and industrial applications.
In 2017, SGL Carbon generated sales of around 860 million euros. As of December 31, 2017, the company had approximately 4,200 employees worldwide in 34 locations in Europe, North America, and Asia.
Materials, products and solutions from SGL Carbon are embedded in the major topics of the future: sustainable mobility, new energies and cross-industry digitization. Further developments in these areas demand more intelligent, more efficient, networked and sustainable solutions. This is where the entrepreneurial vision of SGL Carbon evolves around: contributing to a smarter world.
Listing: Amtlicher Markt / Prime Standard / Frankfurter Wertpapierbörse
(Official Market / Prime Standard / Frankfurt Stock Exchange)
Company's seat: Wiesbaden
This announcement is an advertisement and not a prospectus and not an offer of securities for sale in any jurisdiction, including in or into the United States, Canada, Japan, South Africa or Australia or any jurisdiction in which offers or sales of the securities would be prohibited by applicable law. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction.
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. No prospectus will be prepared in connection with the offering of the securities referred to herein. The securities referred to herein may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the securities referred to herein in such jurisdiction.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States. The distribution of this announcement and the offer and sale of the securities referred to herein may be restricted by law in certain jurisdictions. and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not contain or constitute or form part of, and should not be construed as, an offer or invitation to sell, or the solicitation of an offer to buy or subscribe for, any securities to any person in the United States, Australia, Canada, South Africa or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended or the laws of any state within the United States or under the applicable securities laws of Australia, Canada, South Africa or Japan, and may not be offered or sold in the United States, unless registered under the Securities Act or offered and sold in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, South Africa or Japan. There will be no public offer of the securities referred to herein in the United States, Australia, Canada, South Africa or Japan.
The offer referred to herein when made in member states of the European Economic Area ("EEA") which have implemented the Prospectus Directive (each, a "relevant member state"), is only addressed to and directed at persons who are "qualified investors" as defined in the Prospectus Directive ("Qualified Investors"). For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a relevant member state), and includes any relevant implementing measure in the relevant member state and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.
The Convertible Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a "Retail Investor" means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU ("MIFID II"); (ii) a customer within the meaning of Directive 2002/92/EC ("IMD"), where that customer would not qualify as a professional client as defined in point (10) of article 4(1) of MIFID II; or (iii) not a Qualified Investor as defined in the Prospectus Directive. Consequently, no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Convertible Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Convertible Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
In the United Kingdom, this announcement is directed only at, Qualified Investors (i) 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, as amended (the "Order") or (ii) who fall within Article 49(2)(a) to (d) of the Order, and (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons, and (ii) in any member state of the European Economic Area other than the United Kingdom, by persons who are not Qualified Investors.
This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Issuer's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to SGL Carbon's business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward-looking statements speak only as of the date they are made.
The Issuer and its respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise.
No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change.
The date of admission of the Convertible Notes and the shares issued upon conversion to trading may be influenced by things such as market conditions. There is no guarantee that admission will occur and you should not base your financial decisions on the Issuer's intentions in relation to admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Convertible Notes offering. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Convertible Notes offering for the person concerned.