EANS-Adhoc: conwert Immobilien Invest SE
conwert Immobilien Invest SE: Issue
of convertible bonds
ad-hoc disclosure transmitted by euro adhoc with the aim of a Europe-wide distribution. The issuer is solely responsible for the content of this announcement.
20.01.2010
Not for release or publication in, or distribution to, the United States of America, Canada, Japan and Australia or any other jurisdiction in which offers or sales of securities of conwert Immobilien Invest SE are prohibited by applicable law.
conwert Immobilien Invest SE: Issue of convertible bonds
Vienna, 20 January 2010. conwert Immobilien Invest SE ("conwert"),
listed on the Vienna Stock Exchange, is launching an offering of
senior convertible bonds (the "Bonds") in an aggregate principal
amount of EUR 131 million and an over-allotment option of up to EUR
19 million (approximately 15% of the offering size). The Bonds (ISIN
AT0000A0GMD6) will be privately placed with selected institutional
investors in Austria and other jurisdictions outside the United
States, Canada, Australia and Japan (the "Offering").conwert is using the authorization granted by the Annual General Meeting on 27 May 2008 to issue the Bonds. Holders will be entitled to convert the Bonds into up to approximately 12.8 million shares of conwert (the "Shares"). The shareholders' pre-emptive rights to subscribe for the Bonds were excluded by the Annual General Meeting on 27 May 2008. conwert intends to apply for the Bonds to be traded on the unregulated Third Market (Multilateral Trading Facility) of the Vienna Stock Exchange.
The Bonds will have a maturity of six years. Holders of the Bonds will be entitled to require an early redemption of their Bonds at the principal amount together with accrued interest on the fourth anniversary after the issue date. The Bonds in the denomination of EUR 100,000 each will be offered at an issue price of 100% of par. The Bonds are expected to have a semi-annual coupon in the range of 4.75% - 5.75% p.a., and the initial exercise price is expected to be set at a premium of between 30% - 35% above the volume weighted average price of the Shares during the bookbuilding period today.
The closing and settlement of the Offering is expected to occur on or around 1 February 2010.
conwert will use the proceeds from the Offering for general corporate purposes. Simultaneously with the Offering and depending on market conditions, conwert may repurchase up to EUR 35 million principal amount of its outstanding 1.50% convertible bonds due 2014 issued in 2007 (ISIN AT0000A07PZ5) at a price of up to 93% of the principal amount plus accrued interest. In this case conwert may use a portion of the net proceeds to fund the repurchase.
conwert has agreed to a lock-up with the Joint Bookrunners for 90 days after the settlement date, subject to customary exemptions.
Barclays Capital, Credit Suisse and JP Morgan are acting as Joint Bookrunners and Raiffeisen Centrobank AG is acting as Co-Lead Manager of the Offering.
_______________________
The information contained herein is not for release or publication in, or distribution to, the United States (as defined below), Canada, Japan and Australia, or any other jurisdiction in which offers or sales of securities of conwert Immobilien Invest SE are prohibited by applicable law.
This press release does not constitute or form part of any offer or solicitation to purchase or subscribe for sale securities of conwert Immobilien Invest SE. No public offer of the Bonds will be made in Austria or any other jurisdiction.
This press release is not being issued in the United States of
America, its territories and possessions, any State of the United
States of America, and the District of Columbia ("United States") and
must not be distributed, directly or indirectly, in or into the
United States. The securities referred to in this press release
(including the Bonds and the shares of conwert Immobilien Invest SE)
have not been and will not be registered under the U.S. Securities
Act of 1933, as amended ("Securities Act"), and may not be offered or
sold in the United States absent an exemption from registration under
the Securities Act. No offer or acceptance to repurchase any existing
bonds will be accepted from the United States of America.This press 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 referred to as "Relevant Persons" below). Anyone in the United Kingdom who is not a Relevant Person may not act on the basis of this press release or its contents. Any investment or investment activity to which this press release refers is only available to Relevant Persons and is only carried out with Relevant Persons.
From the announcement of the final terms of the Bonds, Credit Suisse, as stabilisation manager, may over-allot or effect transactions with a view to supporting the market price of the Bonds or the existing Shares of conwert Immobilien Invest SE at a level higher than that which might otherwise prevail. Such stabilising, if commenced, may be discontinued at any time and will, in analogous application of Regulation (EC) No. 2273/2003, be brought to an end no later than the earlier of 30 calendar days after the closing date and 60 calendar days after allotment of the Bonds. If commenced, such stabilising may lead to a market price of the Bonds and/or the existing 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. Following the end of the stabilisation period, information regarding stabilising activities (including the extent to which stabilsation has taken place, the dates on which the first and last stabilisation trades were executed, and the dates on and price range within which all stabilisation activity took place) will be published in analogous application of Article 9(3) of Regulation (EC) No. 2273/2003.
end of announcement euro adhoc
Further inquiry note:
conwert Immobilien Invest SE,
Peter Sidlo, Head of Corporate Communications,
T +43 / 1 / 521 45-250,
E sidlo@conwert.at,
Metrum Communications,
Roland Mayrl,
T +43 / 1 / 504 69 87-331,
E r.mayrl@metrum.at
Branche: Real Estate
ISIN: AT0000697750
WKN: 069775
Index: WBI
Börsen: Wien / official dealing