Von Roll Holding AG / Key word(s): Bond
Release of an ad hoc announcement pursuant to Art. 53 KR
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO
OR FROM THE UNITED STATES OF AMERICA ("U.S") OR TO U.S. PERSONS, CANADA,
JAPAN, AUSTRALIA OR ITALY OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
Von Roll announces the launch of an offering of CHF 61 mio. convertible
bonds due 2020
Au / Wädenswil, 28. May 2014 - Von Roll Holding AG ("Von Roll") announced
today the launch of unsecured bonds of CHF 61 mio. due 2020(the "Bonds").
The proceeds of the transaction will be used for general corporate
The Bonds are structured as 6-year classic convertible bonds. They will be
convertible into 30 mio. Von Roll bearer shares (the "Shares"),
representing approximately 16% of the current outstanding Shares. The
Shares to be delivered upon conversion will be sourced through allocation
of new Shares from conditional capital. The conversion price is set at CHF
2.40. The offering and redemption price are set at 100%. The Bonds will
carry a coupon of 1.25% per annum, payable annually in arrears. Existing
shareholders will be granted advance subscription rights to subscribe for
the newly issued Bonds in proportion to their current shareholding. Through
the conversion of the convertible bonds, one new Share will be created for
seven existing Shares. Accordingly, each shareholder has the right to
purchase a Bond of CHF 1,000 nominal amount based on an issue size of CHF
61 mio for every 2913 Shares held on 2 June 2014 prior to the start of
The advance subscription rights will not be tradable. Advanced subscription
rights not exercised by the shareholders during the right exercise period
from 2 June 2014 and 11 June 2014, 12:00 CEST, will expire and become null
and void. The principal shareholder group is bound to purchase all unsold
Bonds. The definitive allocation is expected to be announced in a
Supplement to the Prospectus on 12 June 2014.
An application for the Bonds to be admitted for the provisional trading on
the SIX Swiss Exchange is expected to start on 12 June 2014. The settlement
of the Bonds is expected on or about 18 June 2014. Privatbank IHAG Zürich
AG is acting as Lead Manager for this transaction.
The offering of the Bonds consists of an offering to existing shareholders
with advance subscription rights and a public offering in Switzerland as
well as private placements in certain countries other than Switzerland and
the United States of America. The Bonds are offered to shareholders other
than in the U.S. based on Regulation S under the U.S. Securities Act of
1933, as amended, and in accordance with applicable securities laws and
regulations in the countries in which the Bonds are being offered.
THIS PRESS RELEASE IS NOT AN OFFERING CIRCULAR WITHIN THE MEANING OF ART.
652A OR 1156 OF THE SWISS CODE OF OBLIGATIONS, NOR IS IT A LISTING
PROSPECTUS AS DEFINED IN THE LISTING RULES OF THE SIX SWISS EXCHANGE LTD OR
A PROSPECTUS UNDER ANY OTHER APPLICABLE LAW. THIS PRESS RELEASE OR ANY
INFORMATION CONTAINED IN IT MAY NOT BE USED AS A BASIS FOR AN OFFER OR TO
ENTER INTO COMMITMENTS IN A JURISDICTION. ANY DECISION TO PURCHASE ANY
SECURITIES REFERRED TO HEREIN SHOULD BE SOLELY BASED ON THE RELEVANT
PROSPECTUS, WHICH IS AVAILABLE AT PRIVATBANK IHAG ZURICH AG.
About Von Roll Holding AG:
As a Swiss industrial company, Von Roll Holding AG focuses on products and
systems for power generation, transmission and distribution. Von Roll is a
global market leader for insulation products, systems and services and has
a presence in 20 countries with about 2'550 employees at over 30 sites.
Claudia Guentert, Corporate Communications
T: +41 44 204 3529, F: +41 44 204 3007, E: firstname.lastname@example.org
THIS PRESS RELEASE IS NOT BEING ISSUED IN THE UNITED STATES OF AMERICA (THE
"UNITED STATES" OR "U.S.") AND SHOULD NOT BE DISTRIBUTED TO U.S. PERSONS OR
PUBLICATIONS WITH A GENERAL CIRCULATION IN THE UNITED STATES. THIS DOCUMENT
DOES NOT CONSTITUTE AN OFFER OR INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY
SECURITIES NOR DOES IT CONSTITUTE A PROSPECTUS WITHIN THE MEANING OF
ARTICLES 652A OR 1156 OF THE SWISS CODE OF OBLIGATIONS OR A LISTING
PROSPECTUS PURSUANT TO THE LISTING RULES OF THE SIX SWISS EXCHANGE LTD. ANY
DECISION TO PURCHASE ANY SECURITIES REFERRED TO HEREIN SHOULD BE SOLELY
BASED ON THE RELEVANT PROSPECTUS. IN ADDITION, NEITHER THE BONDS NOR THE
SHARES OF VON ROLL HOLDING AG INTO WHICH THE BONDS ARE CONVERTIBLE HAVE
BEEN OR WILL BE REGISTERED UNDER THE UNITED STATES SECURITIES LAWS AND MAY
NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO U.S.
PERSONS ABSENT FROM REGISTRATION UNDER OR AN APPLICABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE UNITED STATES SECURITIES LAWS.
THE INFORMATION CONTAINED IN THIS PRESS RELEASE IS NOT FOR PUBLICATION OR
DISTRIBUTION IN CANADA, AUSTRALIA, JAPAN, ITALY OR IN ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
LAWS OF SUCH JURISDICTION AND DOES NOT CONSTITUTE AN OFFER OF SECURITIES
FOR SALE IN CANADA, AUSTRALIA, JAPAN, ITALY OR IN ANY OTHER JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
IN CONNECTION WITH THE OFFERING, PRIVATBANK IHAG ZÜRICH AG AS STABILISATION
AGENT (THE "STABILISATION AGENT"), OR ANY OF ITS AGENTS, MAY (BUT WILL BE
UNDER NO OBLIGATION TO), TO THE EXTENT PERMITTED BY APPLICABLE LAW, EFFECT
TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE SHARES FOR
30 CALENDAR DAYS AFTER THE FIRST DAY OF TRADING OF THE SHARES ON SIX SWISS
EXCHANGE AT A HIGHER LEVEL THAN THAT WHICH MIGHT OTHERWISE PREVAIL DURING
SUCH PERIOD WITHIN THE LIMITATIONS OF ARTICLE 55E OF THE ORDINANCE ON THE
SWISS FEDERAL ACT ON STOCK EXCHANGES AND SECURITIES TRADING AND ANY OTHER
APPLICABLE LAWS AND RULES. THE STABILISATION AGENT IS NOT REQUIRED TO ENTER
INTO SUCH TRANSACTIONS AND SUCH TRANSACTIONS MAY BE EFFECTED ON ANY STOCK
MARKET, OVER-THE-COUNTER MARKET, STOCK EXCHANGE OR OTHERWISE AND MAY BE
UNDERTAKEN AT ANY TIME DURING THE PERIOD COMMENCING ON THE FIRST DAY OF
TRADING OF THE SHARES ON SIX SWISS EXCHANGE AND ENDING NO LATER THAN 30
CALENDAR DAYS THEREAFTER. HOWEVER, THERE WILL BE NO OBLIGATION ON
PRIVATBANK IHAG ZÜRICH AG OR ANY OF ITS AGENTS TO EFFECT STABILISING
TRANSACTIONS AND THERE IS NO ASSURANCE THAT STABILISING TRANSACTIONS WILL
BE UNDERTAKEN. SUCH STABILISING MEASURES, IF COMMENCED, MAY BE DISCONTINUED
AT ANY TIME WITHOUT PRIOR NOTICE. IN NO EVENT WILL MEASURES BE TAKEN TO
STABILISE THE MARKET PRICE OF THE SHARES ABOVE THE OFFER PRICE. SAVE AS
REQUIRED BY LAW OR REGULATION, NEITHER THE STABILISATION AGENT NOR ANY OF
ITS AGENTS INTENDS TO DISCLOSE THE EXTENT OF ANY STABILISATION TRANSACTIONS
CONDUCTED IN RELATION TO THE OFFERING.
IN THE UNITED KINGDOM, THIS PRESS RELEASE IS DIRECTED ONLY 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").
IN ADDITION, IF AND TO THE EXTENT THAT THIS PRESS RELEASE IS COMMUNICATED
IN, OR THE OFFER OF SECURITIES TO WHICH IT RELATES IS MADE IN, ANY EUROPEAN
ECONOMIC AREA MEMBER STATE THAT HAS IMPLEMENTED DIRECTIVE 2003/71/EC, AS
AMENDED (TOGETHER WITH ANY APPLICABLE IMPLEMENTING MEASURES IN ANY MEMBER
STATE, THE "PROSPECTUS DIRECTIVE"), THIS PRESS RELEASE AND THE OFFERING OF
ANY SECURITIES DESCRIBED HEREIN ARE ONLY ADDRESSED TO AND DIRECTED AT
PERSONS IN THAT MEMBER STATE WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING
OF THE PROSPECTUS DIRECTIVE (OR WHO ARE OTHER PERSONS TO WHOM THE OFFER MAY
LAWFULLY BE ADDRESSED) AND MUST NOT BE ACTED ON OR RELIED ON BY OTHER
PERSONS IN THAT MEMBER STATE.
Document title: Von Roll announces the launch of an offering
28.05.2014 News transmitted by EQS Schweiz AG.
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Company: Von Roll Holding AG
Phone: +41 44 204 3500
Fax: +41 44 204 3000
Listed: Freiverkehr in Berlin, Düsseldorf, München,
Stuttgart; Frankfurt in Open Market ; SIX
End of Announcement EQS Group News-Service