Südzucker prices convertible bond offering
Not for publication or distribution in the United States, Australia, Canada or Japan.
Base offering size: EUR 255 million
Greenshoe: EUR 28 million
Coupon of 2.5%
Conversion price of EUR 18.8972
Südzucker AG Mannheim/Ochsenfurt, the largest sugar producer in Europe, announces the pricing of its offering of EUR 255 million unsecured convertible bonds (the "Bonds") to institutional investors outside of the US only. The bond has been oversubscribed several times. Südzucker intends to use the proceeds from the issue for general corporate purposes. The Bonds will be issued by Südzucker International Finance B.V. (the "Issuer"), a wholly-owned Dutch subsidiary of Südzucker, guaranteed by Südzucker, and will be convertible into existing or new Südzucker shares. The Bonds will have a maturity of seven years. The coupon has been set at 2.5% thus at the mid point of the coupon range of 2.0% to 3.0%. The initial conversion price has been set at EUR 18.8972, which represents a conversion premium of 30% above the reference price of EUR 14.5363. The pre-emptive rights of shareholders of Südzucker to subscribe to the Bonds are excluded. Deutsche Bank AG is the Global Coordinator and is acting together with J.P. Morgan as Joint Bookrunner and Joint Lead-Manager. BNP PARIBAS, DZ BANK, KBC Financial Products U.K. Limited and UniCredit (Bayerische Hypo- und Vereinsbank AG) are Co-Managers. The base offering size is EUR 255. The Issuer has granted the Managers a greenshoe option of EUR 28 million to cover over-allotments (if any), which can be exercised by the Joint Bookrunners, Deutsche Bank and J.P. Morgan, until two days prior to settlement (which is planned around 30 June 2009). The total issue size can therefore amount to EUR 283 million, with that the Bonds would be convertible into up to 15 million shares.
******* IMPORTANT NOTE NOT FOR DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA (OR TO US PERSONS), AUSTRALIA, CANADA OR JAPAN, OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW
This press release 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 Bonds. No prospectus will be prepared in connection with the offering of the Bonds. The Bonds may not be offered to the public in any jurisdiction in circumstances which would require the Issuer of the Bonds to prepare or register any prospectus or offering document relating to the Bonds in such jurisdiction.
The distribution of this press release and the offer and sale of the Bonds in certain jurisdictions may be restricted by law. Any persons reading this press release should inform themselves of and observe any such restrictions.This press release 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 Bonds and the shares of Südzucker) 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 or to or for the account or benefit of U.S. persons, 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 press release 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 United States persons or publications with a general circulation in the United States. No offering of the Bonds is being made in the United States.
In the United Kingdom, this press release 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(1) 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 Bonds are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Bonds will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this press release or any of its contents.
From the announcement of the final terms of the Bonds, Deutsche Bank may over-allot or effect transactions with a view to supporting the market price of the Bonds at a level higher than that which might otherwise prevail. Such stabilising, if commenced, may be discontinued at any time and must be brought to an end no later than the earlier of 30 days after the Settlement Date and 60 days after the date of allotment of the Bonds. If commenced, such stabilising may lead to a market price of the Bonds or the Shares which may be higher than the level that would exist if no such stabilising measures were taken and may indicate to the market a price stability which without such stabilising might not prevail. However, there is no obligation to engage in such stabilisation activities and such stabilisation, if commenced (which may not occur before the final terms of the Bonds have been announced), may be discontinued at any time.
The shares of Südzucker AG are admitted to trading on the regulated market of the Frankfurt Stock Exchange (Prime Standard) and the regulated market of the stock exchanges in Berlin, Düsseldorf, Hamburg, Munich and Stuttgart.. ISIN: DE0007297004; WKN: 729700; Common Code: 001117882. Südzucker shares are listed in the MDAX® Index of Deutsche Börse.
Further information can be obtained on the Südzucker website: www.suedzucker.de