Alle Meldungen
Abonnieren Sie alle Meldungen von ams AG

12.03.2019 – 18:18

ams AG

EANS-Adhoc: ams AG
Repurchase of its Convertible Bonds (USD 350,000,000 0.875% Convertible Bond 2017 ? 2022 as well as EUR 600,000,000 Zero-Coupon Convertible Bond 2018 ? 2025) by ams AG, Premstaetten, Austria

--------------------------------------------------------------------------------
  Disclosed inside information pursuant to article 17 Market Abuse Regulation
  (MAR) transmitted by euro adhoc with the aim of a Europe-wide distribution.
  The issuer is responsible for the content of this announcement.
--------------------------------------------------------------------------------

No Keyword
12.03.2019

Premstaetten -

                                    ams AG, with its corporate seat at
                                    Tobelbader Strasse 30, 8141 Premstaetten,
                                    Austria ("ams" or "Company"), has issued on
                                    28 September 2017 a 0.875% convertible bond
                                    in the amount of USD 350,000,000 with a
                                    five-year maturity (until 28 September 2022)
                                    and a denomination of USD 200,000 per bond
                                    (ISIN: DE000A19PVM4) ("USD-Convertible
                                    Bond"). The ams-bearer shares, which are
                                    listed on the SIX Swiss Exchange (ISIN:
                                    AT0000A18XM4) ("ams-Bearer Shares"),
                                    necessary in case of a conversion of the
                                    USD-Convertible Bond will be, at the sole
                                    discretion of the Company, either created
                                    from authorized or conditional capital of
                                    the Company or delivered from already
                                    existing ams-Bearer Shares. The USD-
                                    Convertible Bond is admitted to trading on
                                    the Open Market of the Frankfurt Stock
                                    Exchange (ISIN: DE000A19PVM4).
                                    On 5 March 2018, ams has issued a zero-
                                    coupon convertible bond in the amount of EUR
                                    600,000,000 with a seven-year maturity
                                    (until 5 March 2025) and a denomination of
                                    EUR 200,000 per bond (ISIN: DE000A19W2L5)
                                    ("EUR-Convertible Bond", and together with
Basis and Scope of the Repurchase   the USD-Convertible Bond, "Convertible
                                    Bonds"). The ams-Bearer Shares necessary in
                                    case of a conversion of the EUR-Convertible
                                    Bond will be, at the sole discretion of the
                                    Company, either created from authorized or
                                    conditional capital of the Company or
                                    delivered from already existing ams-Bearer
                                    Shares. The EUR-Convertible Bond is also
                                    admitted to trading on the Open Market of
                                    the Frankfurt Stock Exchange (ISIN:
                                    DE000A19W21L5).
                                    The management board of ams has decided on 6
                                    November 2018 to repurchase the Convertible
                                    Bonds up to a maximum amount of USD
                                    100,000,000 (at the date of this repurchase
                                    announcement corresponding to approximately
                                    EUR 89,000,000 or CHF 101,000,000).
                                    The share capital of the Company is
                                    currently divided into 84,419,826 ams-Bearer
                                    Shares. Based thereon, the agreed partial
                                    repurchase of the Convertible Bonds relates
                                    to sale rights in the total maximum amount
                                    of 9.10% of the share capital.
                                    ams' current share repurchase program for
                                    ams-Bearer Shares, which will be upheld
                                    until 8 November 2019 at the latest, remains
                                    unaffected by the present repurchase program
                                    for the Convertible Bonds.
                                    The purpose of the partial repurchase of the
                                    Convertible Bonds is (i) the reduction of
                                    liabilities from the Convertible Bonds
Purpose                             through the repurchase and the cancellation
                                    of the repurchased Convertible Bonds and
                                    (ii) the improvement of the capital
                                    structure.
                                    The partial repurchase of the Convertible
                                    Bonds will start on 27 March 2019 and be
                                    upheld until 30 December 2019 at the latest.

Duration                            ams reserves the right to terminate this
                                    repurchase program at any time and has no
                                    obligation to repurchase any Convertible
                                    Bonds at any time. ams will act as buyer
                                    depending on market conditions.
                                    The repurchase at market price will, as
Over-the-Counter and Stock Exchange usual for convertible bonds, be executed via
Trading                             over-the-counter trading (OTC trading) and,
                                    where appropriate, at the relevant
                                    international trading platforms.
                                    The maximum daily repurchase volume
                                    according to Art. 123 para. 1 lit. c of the
                                    Swiss Ordinance on Financial Market
Maximum Daily Repurchase Volume     Infrastructures and Market Conduct in
                                    Securities and Derivatives Trading ("FMIO")
                                    amounts to USD 5,000,000 for the USD-
                                    Convertible Bond and EUR 8,000,000 for the
                                    EUR-Convertible Bond.
                                    Citigroup Global Markets Limited, London
Mandated Bank                       ("Citigroup") was mandated by ams to execute
                                    the repurchase of the Convertible Bonds.
                                    There is a delegation agreement pursuant to
                                    Art. 124 para. 2 lit. a and para. 3 FMIO in
Delegation Agreement                place between ams and Citigroup under which
                                    Citigroup independently carries out
                                    repurchases in compliance with defined
                                    parameters.
                                    ams will provide on its website on-going
Publication of the repurchase       information on the repurchases carried out
transaction                         under the repurchase program: https://
                                    ams.com/convertible-bond-buy-back
                                    As per 11 March 2019, ams held directly and
                                    indirectly 3,251,102 ams-Bearer Shares,
                                    which corresponds to 3.85% of ams' voting
                                    rights and share capital. ams did at the
                                    same time not hold any of its own
                                    Convertible Bonds.
Own Shares / Convertible Bonds      As per the date of this announcement, ams
                                    disposes with respect to the USD-Convertible
                                    Bond of 1,750 sale rights (with actual
                                    delivery) regarding 3,273,858 (or 3.88%)
                                    ams-Bearer Shares. With respect to the EUR-
                                    Convertible Bonds, ams disposes of 3,000
                                    sale rights (with actual delivery) regarding
                                    4,410,412 (or 5.22%) ams-Bearer Shares.
                                    According to the latest disclosure
                                    notification of the respective shareholders
                                    and shareholder groups, the following
                                    shareholders or shareholder groups hold 3%
Major Shareholders                  or more of the voting rights and the share
                                    capital of ams (within the meaning of Art.
                                    120 of the Swiss Federal Act on Financial
                                    Market Infrastructures and Market Conduct in
                                    Securities and Derivatives Trading
                                    ("FMIA")):


                                                                    Derivative
                                    Shareholder / Number    In % of acquisition-
                                    Shareholder   Bearer    Votes   (AP) or
                                    Group         Shares    and     sale-
                                                            Capital positions
                                                                    (SP)
                                    APG Asset
                                    Management    4,220,991 5.01%   -
                                    N.V.
                                    Temasek
                                    Holdings      4,562,465 5.404%  --
                                    (Private)
                                    Limited
                                    BlackRock,    2,467,016 3.06%   SP 1.63%
                                    Inc.
                                    Massachusetts
                                    Mutual Life   6,668,650 7.90%
                                    Insurance
                                    Company
                                    Schroders plc 2,219,810 3.184%  AP 0.008%

                                    ams does not have any knowledge as to
                                    whether these shareholders and shareholder
                                    groups hold Convertible Bonds and intend to
                                    offer them under the repurchase program.
                                    In accordance with the provisions in force,
                                    ams confirms that at the time of the
Non-public information              publication of this announcement it has no
                                    non-public information which could
                                    significantly affect the decision of the
                                    owners of Convertible Bonds.
                                    The Takeover Board has rendered on 4 March
                                    2019 in accordance with Chapter 6.2 of the
                                    TOB Circular No. 1 of 27 June 2013 (status
                                    as of 1 January 2016) the following order
                                    (translation from German original):

                                      1. The main request, no. 1 of ams AG is
                                         dismissed.
                                      2. The alternative request, no. 2 of ams
                                         AG is dismissed.

                                           1. The sub-alternative request, no. 3
                                              of ams AG for exemption of the
                                              repurchase of the convertible
                                              bonds issued by ams AG in USD
                                              (ISIN DE000A19PVM4) and in EUR
                                              (ISIN DE000A19W2L5) at market
                                              price up to a maximum amount of
                                              USD 100,000,000 from the
                                              application of the ordinary rules
                                              governing public takeover offers
                                              is granted with all requested
                                              exceptions. The daily repurchases
Order of the Takeover Board                   by ams AG shall not exceed the
                                              total amount of USD 5,000,000 for
                                              convertible bonds in USD (ISIN
                                              DE000A19PVM4) and EUR 8,000,000
                                              for convertible bonds in EUR (ISIN
                                              DE000A19W2L5).
                                           2. This order will be published on
                                              the website of the Takeover Board
                                              on the day of the publication of
                                              the repurchase announcement.
                                              Should ams AG after the opening of
                                              this order, but before the
                                              publication of the repurchase
                                              announcement, decide to abstain
                                              from the partial repurchase of the
                                              convertible bonds issued by ams AG
                                              in USD (ISIN DE000A19PVM4) and in
                                              EUR (ISIN DE000A19W2L5), it will
                                              be refrained from the publication
                                              of this order.

                                      3. The fee to be paid by ams AG amounts to
                                         CHF 25,000.





                                Swiss Law (excluding the conflict of laws rules
Applicable Law and Jurisdiction of private international law) / City of Zurich,
                                Zurich 1, Switzerland



Note: This announcement does not constitute an issue prospectus within the
meaning of Art. 652a or 1156 CO.

This offer is not made in the United States of America and to US persons and may
be accepted only by non-US persons and outside of the United States. Offering
materials with respect to this offer may not be distributed in or sent to the
United States and may not be used for the purpose of solicitation of an offer to
purchase or sell any securities in the United States.

                      ISIN         Securities Number
USD-Convertible Bond  DE000A19PVM4 38458485
EUR-Convertible Bond  DE000A19W2L5 40669152


Place, Date Premstaetten, 12 March 2019




Further inquiry note:
Moritz M. Gmeiner
Vice President Investor Relations
Tel: +43 3136 500-31211
Fax: +43 3136 500-931211
Email: investor@ams.com

end of announcement                         euro adhoc
--------------------------------------------------------------------------------



issuer:       ams AG
              Tobelbader Strasse   30
              A-8141 Premstaetten
phone:        +43 3136 500-0
FAX:          +43 3136 500-931211
mail:      investor@ams.com
WWW:       www.ams.com
ISIN:         AT0000A18XM4
indexes:      
stockmarkets: SIX Swiss Exchange
language:     English