(07:57 AM) Wiesbaden, September 14 2022. 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 rights (Bezugsrechte) of existing shareholders of the Issuer to subscribe for the Convertible Bonds are 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. €100 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 5.25% and 6.00% p.a., payable semi-annually in arrears on March 21 and September 21, commencing on March 21 2023. The initial conversion price will be set at a premium of between 25% and 30% above the volume-weighted average price of SGL Carbon's shares on XETRA between launch and pricing of the Offering.
Pricing for the Offering is expected to be announced later today and settlement is expected to take place on or around September 21 2022.
SGL Carbon intends to list the Convertible Bonds on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange. However, settlement and closing of the Offering are not conditional upon obtaining such inclusion to trading.
SGL Carbon plans to use the proceeds from the Offering to repurchase its 3.0% convertible bonds due 2023 (ISIN: DE000A2G8VX7) (the "2023 Bonds"), whose outstanding principal amount not held by the Issuer is €126.3 million as of today, to extend the maturity profile and for general corporate purposes.
In addition to the proposed Offering, the Issuer invites the holders of the outstanding 2023 Bonds to tender for purchase for cash any and all of the outstanding 2023 Bonds (the "Repurchase Invitation"). The repurchase price per 2023 Bond tendered under the Repurchase Invitation is 100% of the principal amount per 2023 Bond (equal to €100,000 per 2023 Bond). The Issuer will also pay interest accrued on the purchased 2023 Bonds from and including the interest payment date for the 2023 Bonds immediately preceding the Invitation Settlement Date (as described below) to but excluding the Invitation Settlement Date.
The Repurchase Invitation will expire at 18:00 CEST on September 15 2022, unless amended, extended, re-opened or terminated. Settlement of the Repurchase Invitation is expected to take place on September 22 2022 (the "InvitationSettlement Date").
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, carbon fibers and composites are used in industrial sectors that determine the future: automotive, aerospace, solar and wind energy, semiconductors, and LEDs as well as in the production of lithium-ion batteries, fuel cell and other energy storage systems. In addition, SGL Carbon develops solutions for chemical and industrial applications. 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.
In 2021, SGL Carbon SE generated sales of approx. 1 billion euros. The company has approx. 4,700 employees at 31 locations in Europe, North America, and Asia.
Further information on SGL Carbon can be found at www.sglcarbon.com/press.