CA Immobilien Anlagen AG issues Convertible Bonds
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
The offering size will be EUR 200 million. CA Immo intends to use the net proceeds of the issue of the Bonds for the optimisation of the financing structure and other general corporate purposes. The expected net proceeds are partly earmarked for the early repayment of project-financed bank loans in CEE, irrespective of them being due for repayment or not, or rather for the substitution of planned bank financings. The repayment may also involve existing financing agreements between the Joint Bookrunners and the Company. Remaining net proceeds will be used for other general corporate purposes.
The Bonds will have a maturity of 7.5 years. The semi-annual coupon is expected to be set between 0.50% - 1.00% p.a. The Bonds will be issued at 100% of their nominal value of EUR 100,000 per Bond and will be redeemed, if not previously converted, at 100% of the nominal value. Upon conversion, the Company will have the option to deliver shares, cash or a combination thereof. The Company will have the right to elect to settle redemption of the Bonds on the maturity date entirely in cash, shares or with a combination of cash and shares. The Bonds are callable by CA Immo at any time (i) after 25 October 2022 if the share price of CA Immo shares (over certain periods) is equal to or exceeds 150% of the then applicable conversion price or (ii) if 20% or less of the aggregate principal amount of the Bonds remain outstanding.
The conversion price is expected to be set at a conversion premium between 25.0% and 30.0% above the volume weighted average price (VWAP) of the CA Immo shares on the Vienna Stock Exchange on the launch date.
The Bonds will be offered and sold in an accelerated bookbuilding only to institutional investors outside of the United States, Canada, Australia and Japan. No public offering of the Bonds will be made. Pricing of the Bonds is expected to take place today and settlement is expected to take place on or around 4 October 2017. The Company intends to submit an application to admit the Bonds to trading on the Third Market of the Vienna Stock Exchange no later than 30 days after the Closing Date.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH, OR TO PERSONS IN ANY JURISDICTION TO WHOM, SUCH DISTRIBUTION WOULD BE UNLAWFUL
This announcement is for information purposes only and does not constitute, contain 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 under 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 announcement and the offer and sale of the Bonds in certain jurisdictions may be restricted by law. Any persons reading this announcement should inform themselves of and observe any such restrictions.
This announcement does not constitute an offer to sell or a solicitation of an offer to purchase any securities in the United States. Any securities referred to herein 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 absent registration or an applicable exemption from registration or in a transaction not subject to the registration requirements of the Securities Act. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the issuer or the selling security holder and that will contain detailed information about the company and management, as well as financial statements. There will be no offering of the securities in the United States. This announcement 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 publications with a general circulation in the United States. The Bonds are being offered and sold outside the United States only in reliance on Regulation S under the Securities Act.
The offer referred to herein when made in member states of the European Economic Area ("EEA") which have implemented the Prospectus Directive (each, a "relevant member state"), is only addressed to and directed at persons who are "qualified investors" as defined in the Prospectus Directive ("Qualified Investors"). For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including by Directive 2010/73/EU, as amended).
In the United Kingdom, this announcement 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(5) 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 announcement or any of its contents.
The Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a "Retail Investor" means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU ("MIFID II"); (ii) a customer within the meaning of Directive 2002/92/EC ("IMD"), where that customer would not qualify as a professional client as defined in point (10) of article 4(1) of MIFID II; or (iii) not a Qualified Investor as defined in the Prospectus Directive.