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BKW Group / BKW launches CHF senior convertible bond offering
Bern (ots) - Not for release, publication or distribution in the United States of America, Canada, Japan or Australia, or in any other jurisdiction in which such distribution would be prohibited by applicable law.
This announcement is an advertisement and not a prospectus and not an offer of securities for sale in any jurisdiction, including in or into the United States of America, Australia, Canada or Japan or any jurisdiction in which offers or sales of the securities would be prohibited by applicable law. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. ----------
BKW AG ("BKW") announces today the launch of an offering (the "Offering") of approximately CHF 165 million senior unsecured convertible bonds due 2020 (the "Bonds"). The Offering further contributes to BKW's strong financial position by potentially monetizing its treasury shares position whilst taking advantage of the current favorable convertible bond market conditions. The proceeds from the Offering will be used for general corporate purposes.
BKW announces today the launch of approximately CHF 165 million convertible bonds due 2020. The Bonds will be convertible into approximately 4.2 million registered shares of BKW (the "Shares"), representing 8 % of its currently issued share capital. The Shares to be delivered upon conversion will be sourced from BKW's existing treasury shares. The Bonds are expected to carry a coupon of between 0.00 % and 0.50 % per annum, payable annually in arrear, and have a conversion price set at a premium of between 20 % and 25 % over the volume weighted average price of the Shares between announcement and the time of pricing of the Bonds, expected later today. The final terms of the Bonds will be determined by way of an institutional bookbuilding process and are expected to be announced later today after conclusion of the bookbuilding. Each bond will have a denomination of CHF 5,000 nominal value. The Bonds will be issued at 100 % of their principal amount and, unless previously redeemed, converted or repurchased and cancelled, will mature on 30 September 2020 at their principal amount.
BKW will make an application for the Bonds to be admitted for listing and trading on the SIX Swiss Exchange, with provisional trading expected to commence on or around 29 September 2014. Settlement of the Offering is expected on or around 30 September 2014.
In parallel, E.ON announces today the launch of an offering of approximately EUR 115 million exchangeable bonds with a maturity of 4 years, exchangeable into BKW shares by potentially monetizing its entire stake in BKW. The BKW and E.ON offerings are executed concurrently. UBS is acting as Sole Bookrunner in respect of both Offerings. --------------------
This announcement does not constitute an offer to sell, a solicitation of an offer to buy any of the bonds described herein, or any kind of advice, nor shall there be any offer, solicitation or sale in any country or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any country or jurisdiction. This press release also does not constitute a prospectus as such term is understood pursuant to article 652a or article 1156 of the Swiss Federal Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange.
The relevant information on the bonds and the issuer is only available in the preliminary and the final prospectus respectively the later of which is currently expected to be published on  September 2014. The bonds are subject to the selling restrictions set out in the prospectus. The preliminary and the final prospectus are available free of charge at UBS AG, Prospectus Library, P.O Box, CH-8098 Zurich, Switzerland, and can be ordered by telephone (+41 44 239 47 03), fax (+41 44 239 69 14) or by e-mail (email@example.com).
This announcement and the information contained herein are not for distribution in or into the United States of America and must not be distributed to U.S. persons (as defined in Regulation S of the U.S. Securities Act of 1933, as amended ("Securities Act")) or to publications with a general circulation in the United States. The securities referred to herein have not been and will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.
This announcement may include projections and other "forward-looking" statements within the meaning of applicable securities laws. Any such projections or statements reflect the current views of BKW about further events and financial performance. No assurances can be given that such events or performance will occur as projected and actual results may differ materially from these projections.
Within the United Kingdom, this announcement is directed only at persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 ("relevant persons"). The investment or investment activity to which this announcement relates is only available to and will only be engaged in with relevant persons and person who receive this announcement who are not relevant persons should not rely or act upon it.
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