Adhoc notification: SGL Carbon SE to issue approx. € 120 million convertible bonds due 2028

Ad-hoc news of SGL Carbon according to art. 17 MAR

Ad-hoc news of SGL Carbon according to art. 17 MAR

Ad hoc notification according to Art. 17 MAR
(Market Abuse Regulation N° 596/2014)

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA, OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES OF SECURITIES WOULD BE PROHIBITED BY APPLICABLE LAW. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE DOCUMENT.

(07:38 AM) Wiesbaden, June 21 2023. The Management Board of SGL Carbon SE (the "Issuer" or "SGL Carbon") resolved today, with the consent of the Supervisory Board, to issue unsubordinated, unsecured bonds convertible into no-par value ordinary shares of the Issuer (the "Convertible Bonds"). The Convertible Bonds will be offered only to institutional investors outside the United States of America by way of an accelerated bookbuilding (the "Offering"). The pre-emptive right (Bezugsrecht) of existing shareholders of the Issuer to subscribe for the Convertible Bonds is excluded.

The Convertible Bonds shall be convertible into up to 12.2 million no-par value ordinary shares of SGL Carbon and are expected to have an aggregate principal amount of approx. € 120 million. The Convertible Bonds will have a maturity of 5 years and will be issued and redeemed at 100% of their principal amount, with a coupon of between 5.50% and 6.00% p.a., payable semi-annually in arrear on June 28 and December 28, commencing on December 28, 2023. The initial conversion price will be set at a premium of between 20% and 25% above the volume-weighted average price of SGL Carbon's shares on XETRA between launch and pricing of the Offering.

The Issuer will be entitled to call the Convertible Bonds for redemption at their principal amount plus accrued but unpaid interest at any time from the date falling 3 years and 21 business days after the Settlement Date, but only if the share price of SGL Carbon (over a specified period) is equal to or exceeds 130% of the then prevailing conversion price.

SGL Carbon plans to use the net proceeds from the Offering, together with its financing headroom and cash on hand, to refinance its 4.625% bonds due 2024 (ISIN: XS1945271952; as at the date hereof, € 237 million are in circulation). The Issuer hereby intends to reduce its overall gross debt.

SKion GmbH, shareholder of the Issuer, has indicated interest to place an order in the accelerated bookbuilding.

Pricing for the Offering is expected to be announced later today and settlement is expected to take place on or around June 28, 2023 (the “Settlement Date”).

SGL Carbon intends to arrange for the Convertible Bonds to be included in trading on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange. However, settlement of the Offering is not conditional upon obtaining such inclusion to trading.

 

About SGL Carbon

SGL Carbon is a technology-based company and a world leader in the development and production of carbon-based solutions. Its high-quality materials and products made from specialty graphite, carbon fibers and composites serve many industries that are shaping the trends of the future: climate friendly mobility, aerospace, solar and wind energy, semiconductors, and LEDs as well as the production of lithium-ion batteries, fuel cell and other energy storage systems. In addition, SGL Carbon develops solutions for chemical and industrial applications.

In 2022, SGL Carbon SE generated sales of approx. 1.1 billion euros. The company has approx. 4,700 employees at 29 locations in Europe, North America, and Asia.

Further information on SGL Carbon can be found at www.sglcarbon.com/press

 

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Claudia Kellert
Head of Investor Relations, Communications and Corporate Sustainability

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