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EANS-News: Salzgitter AG prices offering of bonds exchangeable into shares of Aurubis AG

Salzgitter (euro adhoc) -

  Corporate news transmitted by euro adhoc. The issuer/originator is solely
  responsible for the content of this announcement.
Capital measures
Salzgitter, October 28, 2010
Not for publication or distribution in the United States, Australia, 
Canada, Japan or South Africa
Salzgitter AG prices offering of bonds exchangeable into shares of 
Aurubis AG
Issue size: approx. EUR 275 million
Coupon: 2.00%
Exchange price: EUR 46.9019
Salzgitter AG successfully placed approx. EUR 275 million senior 
unsecured bonds exchangeable into shares of Aurubis AG (the "Bonds") 
with domestic and international institutional investors outside of 
the US only. The Bonds have been oversubscribed several times. With 
this transaction, Salzgitter AG diversifies its funding sources and 
intends to use the proceeds from the sale of the exchangeable bonds 
for general corporate purposes.
After completion of the accelerated bookbuilding, the offering size 
is EUR 275 million (over approximately 5.8 million shares of Aurubis 
AG initially). In addition, Salzgitter AG has granted the Joint 
Bookrunners a greenshoe option of up to EUR 25 million to cover 
over-allotments (if any). The maximum number of underlying Aurubis AG
shares assuming exercise of the greenshoe option will therefore 
initially be approximately 6.4 million, representing approximately 
16% of the current share capital of Aurubis AG. The final issue size 
can amount up to EUR 300 million.
The Bonds will be issued by Salzgitter Finance B.V., a wholly-owned 
Dutch subsidiary of Salzgitter AG, and are guaranteed by Salzgitter 
AG. The Bonds will have a maturity of seven years and are callable by
the Issuer on or after 28 November 2013 if the Aurubis AG share price
(over a certain period) exceeds 130% of the then applicable exchange 
price. Holders of the Bonds will be entitled to require an early 
redemption of their Bonds on the fifth anniversary of the issue date,
at the principal amount plus accrued interest. The annual coupon has 
been set at 2.00% from a range of 1.75% to 2.50%. The exchange price 
has been set at EUR 46.9019 which represents an exchange premium of 
25% above the reference price of EUR 37.5215 Settlement will take 
place on or around 8 November 2010. Salzgitter AG intends to list the
Bonds on the Open Market (Freiverkehr) segment of the Frankfurt Stock
Exchange.
BofA Merrill Lynch, Commerzbank and Deutsche Bank are acting as Joint
Bookrunners and Lead Managers in relation to the transaction. From 
the date of the announcement of the final terms of the Bonds, BofA 
Merrill Lynch, as stabilisation manager, 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, must be brought to an end no later than 5 
November 2010. If commenced, such stabilising may lead to a market 
price of the Bonds 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. Stabilisation/FSA.
IMPORTANT NOTE - NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, 
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (OR 
TO US PERSONS), AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA, 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 any securities. No prospectus will be prepared in 
connection with the offering. 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 Aurubis AG) 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.
Subject to certain exceptions, the securities referred to herein 
(including the Bonds and the shares of Aurubis AG)  may not be 
offered or sold in Australia, Canada, Japan or South Africa to, or 
for the account or benefit of, any national, resident or citizen of 
Australia, Canada, Japan or South Africa.  The offer and sale of the 
securities referred to herein has not been and will not be registered
under the applicable securities laws of Australia, Canada or Japan.
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.
The Joint Bookrunners are acting on behalf of the Issuer and 
Salzgitter and no one else in connection with the securities and will
not be responsible to any other person for providing the protections 
afforded to clients of the Joint Bookrunners, or for providing advice
in relation to the securities. In connection with the offering of the
Bonds, each of the Joint Bookrunners and any of their respective 
affiliates acting as an investor for their own account may take up 
Bonds and in that capacity may retain, purchase or sell for its own 
account such securities and any securities of the Issuer, Salzgitter 
or Aurubis or any related investments and may offer or sell such 
securities or other investments otherwise than in connection with the
offering of the Bonds. The Joint Bookrunners do not intend to 
disclose the extent of any such investment or transactions otherwise 
than in accordance with any legal or regulatory obligation to do so.
Any offer if made may only be addressed to and directed, in member 
states of the European Economic Area which have implemented the 
Prospectus Directive (each, a "relevant member state"), at persons 
who are "qualified investors" within the meaning of Article 2(1)(e) 
of the Prospectus Directive (Directive 2003/71/EC) and pursuant to 
the relevant implementing rules and regulations adopted by each 
relevant member state ("Qualified Investors").
Each person who initially acquires any securities or to whom any 
offer of securities may be made will be deemed to have represented, 
acknowledged and agreed that it is a Qualified Investor as defined 
above.
In the case of any securities being offered to any investor as a 
financial intermediary as that term is used in Article 3(2) of the 
Prospectus Directive, such investor will also be deemed to have 
represented and agreed that the securities acquired by it in the 
offering have not been acquired on behalf of persons in the EEA other
than Qualified Investors or persons in the UK and other member states
(where equivalent legislation exists) for whom the investor has 
authority to make decisions on a wholly discretionary basis, nor have
the securities been acquired with a view to their offer or resale in 
the EEA where this would result in a requirement for publication by 
the Issuer, the Joint Bookrunners or any other manager of a 
prospectus pursuant to Article 3 of the Prospectus Directive, unless 
the prior consent of the Joint Bookrunners has been obtained to such 
offer or resale.
Further information can be obtained on the webpage of Salzgitter AG:
www.salzgitter-ag.de
end of announcement                               euro adhoc

Further inquiry note:

Markus Heidler
+49 (0) 5341/21-6105
heidler.m@salzgitter-ag.de

Branche: Iron & Steel
ISIN: DE0006202005
WKN: 620200
Index: Midcap Market Index, MDAX, CDAX, Classic All Share, Prime All
Share
Börsen: Frankfurt / regulated dealing/prime standard
Berlin / free trade
Hamburg / free trade
Stuttgart / free trade
Düsseldorf / free trade
Hannover / free trade
München / free trade

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