24.09.2009 – 08:39
EANS-Adhoc: A-TEC Industries AG
A-TEC INDUSTRIES AG prices bonds due 2014 with
conditional conversion rights
-------------------------------------------------------------------------------- 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. --------------------------------------------------------------------------------
AD-HOC RELEASE Vienna, 24 September 2009 A-TEC INDUSTRIES AG prices bonds due 2014 with conditional conversion rights
A-TEC INDUSTRIES AG (the "Company") announces the pricing of its offering of bonds due 2014 (the "Bonds") with conditional conversion rights into common bearer shares with no par value of the Company (the "Shares") to institutional investors in Austria and other jurisdictions outside the United States, Canada, Australia and Japan (the "Offering"). The final size of the offering is EUR110 million. The Company has granted Nomura International plc an overallotment option of up to EUR10 million exercisable by Nomura International plc until two days prior to the Closing Date. The Bonds will pay an annual coupon of 8.75 % and the initial exercise price is EUR14.76, representing a 27.5 % premium to the volume weighted average price of the Shares on the Vienna Stock Exchange during the bookbuilding period. The management board of the Company has set, with the consent of the Company´s supervisory board, the final terms of the Bonds. An extraordinary shareholders' meeting is scheduled to be held on or about 19 October 2009 to approve the inclusion of a conversion right in the terms of the Bonds in accordance with the Terms and Conditions of the Bonds. Until the necessary shareholders´ approvals are obtained and registered in the commercial register, the Bonds will be settled in cash or, at the Company's discretion, existing Shares of the Company upon exercise by bondholders of their option right. The Bonds will be issued at 100 % of their principal amount and, unless previously redeemed, exercised or cancelled, will be redeemed on 27 October 2014 at par plus accrued interest. The closing and settlement of the Offering is expected to occur on or around 27 October 2009. It is intended that an application will be made to admit the Bonds to trading on the third market of the Vienna Stock Exchange. The final terms of the Bonds will be published via the electronic media in accordance with § 48d of the Austrian Stock Exchange Act (BörseG) and on the homepage of the Company (www.a-tecindustries.com). Nomura International plc has been appointed as the sole lead manager and bookrunner for the Offering. Concurrently with the Offering, the Company has repurchased EUR87.56 million in aggregate principal amount of its 2.75% Convertible Bonds of 2007 due 2014 for an aggregate purchase price of EUR58.37 million, which will be paid out of the net proceeds from the Offering. The repurchased Convertible Bonds will be cancelled so that following the cancellation, EUR92.44 million in aggregate principal amount of such Convertible Bonds remain outstanding. The remainder of the net proceeds from the Offering will be used by the Company for general corporate purposes.
About A-TEC INDUSTRIES AG Vienna listed A-TEC Industries AG is a Vienna-based international industrial group with successful operations in drive systems, plant engineering, machine tools and metallurgy. The Company currently employs around 12,000 people, and the half year results for 2009 show sales revenues of EUR 1.46 bn. For further information visit www.a-tecindustries.com.
Disclaimer Not for release, publication or distribution in the United States, Canada, Australia, Japan and any other jurisdiction in which offers or sales of securities of A-TEC INDUSTRIES AG are prohibited by applicable law. This press release does not constitute an offer to sell or a solicitation of an offer to purchase securities of A-TEC INDUSTRIES AG. This press release is not being issued in 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 publications with a general circulation in the United States. This press release does not constitute an offer or invitation to purchase any securities in the United States. The Bonds and the Shares to be delivered upon exercise of the option right have not been registered under the Securities Act 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. 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 termed "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, Nomura International plc, 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. Stabilisation/FSA. Forward Looking Statements Certain information contained in this press 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 uncertainties, unanticipated events impacting the use of proceeds from the Offering, changes in the price of copper and changes in global securities markets. Investors and others should not assume that any forward-looking statement in this press release represents management's estimate as of any date other than the date of this press release.
Ende der Mitteilung euro adhoc
ots Originaltext: A-TEC Industries AG
Im Internet recherchierbar: http://www.presseportal.ch
Further inquiry note:
Investor Relations Contact:
Phone: +43 1 22760-130
A-TEC Industries AG Press Office
Pleon Publico Public Relations & Lobbying
Tel.: +43 1 71786-107
Branche: Holding companies
Index: ATX Prime
Börsen: Wien / Regulated free trade