Ad-hoc report 4 November 2009
Not for publication or distribution in the United States, Australia, Canada or Japan.
Vienna, 04 November 2009
Offering size: EUR 135 million
Greenshoe option : up to EUR 15 million
Conversion price: EUR 11.5802
CA Immobilien Anlagen AG (“CA Immo”) announces the pricing of its convertible bond offering, to selected institutional investors outside of the United States, Canada, Australia, and Japan, of EUR 135 million senior, unsecured convertible bonds (the “Bonds”). This amount includes the exercised upsize option of EUR 35 million. Furthermore, the Issuer has granted the Joint Bookrunners a greenshoe option of up to EUR 15 million to cover over-allotments (if any), which can be exercised by the Joint Bookrunners until two business days prior to settlement (planned on 9 November 2009). The total issue size can therefore amount up to EUR 150 million.
CA Immo intends to use the proceeds from the issue to enhance its financial flexibility in order to pursue investment opportunities in the current market environment and to fund future development projects.
The Bonds have a maturity of five years and are callable by CA Immo after the first three years if the stock exchange price of CA Immo’s shares (over certain periods) is equal to or exceeds 130% of the then applicable conversion price.
The semi-annual coupon has been set at 4.125 % p.a. (from a coupon range of 3.75 % to 4.50%). The initial conversion price has been set at EUR 11.5802, which represents a conversion premium of 27.5% above the reference price of EUR 9.0825. The pre-emptive rights of shareholders of CA Immo to subscribe to the Bonds are excluded.
Deutsche Bank and UniCredit are acting as Joint Bookrunnners.
CA Immobilien Anlagen AG
Tel.: +43/1/532 59 07-593
Not for release, publication or distribution in the United States, Canada, Japan and Australia. This ad hoc release is for information purposes only and does not constitute an offer to sell or a solicitation of an offer to purchase securities in the United States, Austria or any other jurisdiction. The Bonds and the shares to be delivered upon conversion of the Bonds have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered, sold or delivered within the United States or to U.S. persons absent registration under or an applicable exemption from the registration requirements of the United States securities laws. CA Immo does not intend to register any offering in the United States or to publicly offer any securities in the United States.
This ad hoc release is not for general publication, release or distribution in the United Kingdom and may only be distributed in the United Kingdom to persons who (i) are investment professionals falling within article 19(5) of the U.K. Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, in its current version (the "Order"), or (ii) are high net worth entities or other persons to whom it may lawfully be communicated falling within article 49(2) (a) to (d) of the order (all such persons will be termed "Relevant Persons" below). Anyone in the United Kingdom who is not a Relevant Person may not act on the basis of this ad hoc release or its contents. Any investment or investment activity to which this ad hoc release refers is only available to Relevant Persons and is only carried out with Relevant Persons.
From the date of the announcement of the final terms of the Bonds, Deutsche Bank Aktiengesellschaft, as stabilisation manager, may over-allot or effect transactions with a view to supporting the market price of the Bonds or the Shares 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 closing date and 60 days after allotment of the Bonds. If commenced, such stabilising may lead to a market price of the Bonds and/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.
Forward Looking Statements
Certain information contained in this ad hoc release constitutes "forward-looking statements". Investors are cautioned that forward-looking statements are inherently uncertain and involve risks and uncertainties that could cause actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. Such statements include comments regarding the completion and terms of the proposed Offering and the use of proceeds therefrom. Factors that could cause actual results or events to differ materially from current expectations include, among other things, risks relating to global political or economic uncertainties, unanticipated events impacting the use of proceeds from the Offering and changes in global securities markets. Investors and others should not assume that any forward-looking statement in this ad hoc release represents management's estimate as of any date other than the date of this ad hoc release.
Wednesday, 04. November 2009 14:47