Südzucker announces buy back of outstanding convertible bonds and capital increase
NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.
Südzucker AG Mannheim/Ochsenfurt, Mannheim. The Management Board of Südzucker AG today resolved – with the approval of the Supervisory board – to offer to all holders of the outstanding 2.5% 2016 convertible bonds (the "Convertible Bonds") to buy back the convertible bonds at € 91,250 per bond, equivalent to 182.5% of par value (the “Tender Offer" and the "Tender Offer Price“), and to partly finance the buy back through a concurrent private placement of up to 15 million new Südzucker shares from authorised capital and approximately 0.58 million treasury shares by way of an accelerated bookbuild offering (the "Equity Placement"). The Tender Offer Price is equivalent to parity of the Convertible Bonds plus one percentage point. Both the Tender Offer and the Equity Placement are expected to be completed on 21 November 2012.
The final size of the Equity Placement will be determined based on the number of bonds tendered and the corresponding aggregate repurchase price payable by Südzucker to holders of the bonds and will not exceed approximately 15.58 million shares. Südzucker intends to raise equity equivalent to approximately 90% of the maximum aggregate repurchase price for the tendered bonds. The price of the shares (the "Share Offer Price") will be determined by way of an accelerated bookbuilding process.
The company's major shareholders Süddeutsche Zuckerrüben-Verwertungs-Genossenschaft eG and Zucker Invest GmbH have irrevocably committed to purchase at the Share Offer Price in aggregate at least about 13% of total offered shares, depending on the final Equity Placement size. The company intends to fully allocate these orders.
By offering to repurchase the outstanding Convertible Bonds and raising equity to partially finance the Tender Offer, the company intends to strengthen its equity base well ahead of the final maturity date of the bonds on 30 June 2016 and before the earliest possible exercise date for the soft call option on
31 July 2013, simplify its financing structure and maximise its financial and strategic flexibility.
Thomas Kölbl (CFO): "With this attractive offer, Südzucker takes advantage of the current positive market environment to pro-actively manage the strengthening of its equity envisaged with the 2009 convertible bond.”
Deutsche Bank acts as Sole Bookrunner for the equity offering and as Dealer Manager and Settlement Agent in connection with the Tender Offer.
Südzucker AG, Mannheim/Ochsenfurt
Central Public Relations Department
Dr. Dominik Risser
Phone: +49 621 421-205
Fax: +49 621 421-425
This release is not an offer of securities for sale in or into the United States of America. The securities may not be offered or sold in or into the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). Any public offering of securities to be made in or into the United States of America will be made by means of a prospectus that may be obtained from Südzucker AG Mannheim/Ochsenfurt and will contain detailed information about the company and management, as well as financial statements. There will be no public offer of the securities in or into the United States of America and the securities have not been and will not be registered under the Securities Act.