EANS-Adhoc: ams AG Repurchase of Convertible Bonds - ATTACHMENT
--------------------------------------------------------------------------------
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
22.03.2021
Premstaetten - Repurchase of Convertible Bonds (USD 350,000,000 0.875%
Convertible Bond 2017 - 2022, EUR 600,000,000 Zero-Coupon Convertible Bond 2018
- 2025) as well as EUR 760,000,000 2.125% Convertible Bond 2020-2027) by ams AG,
Premstaetten, Austria
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) ("2017-
USD-Convertible Bond"). Between 12 March and
30 December 2019, the Company has already
repurchased and cancelled USD-Convertible
Bonds in the amount of USD 29,600,000.
Currently still outstanding are therefore
2017-USD-Convertible Bonds in the amount of
USD 320,400,000.
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) ("2018-
EUR-Convertible Bond"). Between 12 March and
30 December 2019, the Company has already
repurchased and cancelled EUR-Convertible
Bonds in the amount of EUR 75,600,000.
Currently still outstanding are therefore
2018-EUR-Convertible Bonds in the amount of
EUR 524,400,000.
On 3 November 2020, ams has issued a third
convertible bond, this time a 2.125%
Basis and Scope of the Repurchase convertible bond in the amount of EUR
760,000,000 with a seven-year maturity (until
3 November 2027) and a denomination of EUR
100,000 per bond (ISIN: DE000A283WZ3) ("2020-
EUR-Convertible Bond" and together with the
2017-USD-Convertible Bond and the 2018-EUR-
Convertible Bond, "Convertible Bonds").
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 Convertible
Bonds are particularly admitted to trading on
the Open Market of the Frankfurt Stock
Exchange.
The management board of ams has decided to
repurchase the Convertible Bonds up to a
maximum amount of EUR 100,000,000 (at the date
of this repurchase announcement corresponding
to approximately USD 119,000,000 or CHF
110,000,000).
The share capital of the Company is currently
divided into 274'289'280 ams-Bearer Shares.
The resolved repurchase of the Convertible
Bonds relates to sale rights in an amount of
less than 10% of the share capital.
The purpose of the repurchase of the
Convertible Bonds is (i) the reduction of
Purpose liabilities from the Convertible Bonds through
the repurchase and the cancellation of the
repurchased Convertible Bonds and (ii) the
improvement of the capital structure.
The repurchase of the Convertible Bonds will
start on 8 April 2021 and be upheld until 30
December 2021 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 usual
Over-the-Counter and Stock for convertible bonds, be executed over-the-
Exchange Trading counter (OTC) 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 Infrastructures
and Market Conduct in Securities and
Maximum Daily Repurchase Volume Derivatives Trading ("FMIO") amounts to USD
2,000,000 for the 2017-USD-Convertible Bond,
EUR 5,000,000 for the 2018-EUR-Convertible
Bonds and EUR 5,000,000 for the 2020-EUR-
Convertible Bond.
HSBC Trinkaus & Burkhardt AG, Dusseldorf,
Mandated Bank Germany ("HSBC") 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
place between ams and HSBC under which HSBC
independently carries out repurchases in
Delegation Agreement compliance with defined parameters. ams has
the right to terminate this delegation
agreement without cause or to amend the
delegation agreement pursuant to Art. 124
para. 3 FMIO.
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 12 March 2021, ams held directly and
indirectly 13,615,960 ams-Bearer Shares,
which corresponds to 4.96% of ams' voting
rights and share capital. ams did at the same
time not hold any of its own Convertible
Bonds.
As per the date of this announcement, ams
disposes with respect to the 2017-USD-
Own Shares / Convertible Bonds Convertible Bond of 4,863,056 sale rights
(with actual delivery) regarding 4,863,056
(or 1.77%) ams-Bearer Shares. With respect to
the 2018-EUR-Convertible Bonds, ams disposes
of 6,254,831 sale rights (with actual
delivery) regarding 6,254,831 (or 2.28%) ams-
Bearer Shares. With respect to the 2020-EUR-
Convertible Bonds, ams disposes of 27'416'137
sale rights (with actual delivery) regarding
27'416'137 (or 10%) ams-Bearer Shares.
According to the latest disclosure
notification of the respective shareholders
and shareholder groups, the following
shareholders or shareholder groups hold 3% or
Major Shareholders 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)
Temasek
Holdings 4,562,465* 5.404% -
(Private)
Limited
UBS Fund
Management 10,818,741 3.94% -
(Switzerland)
AG
BlackRock, 9,610,705 3.5% AP 0.106% /
Inc. SP 0.24%
* Disclosure notification of Temasek of 2018
before capital increase of ams in 2020 and
now increased number of outstanding shares of
ams, no further disclosure notifications by
Temasek since then.
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 19 March
2021 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 repurchase of the 2017-USD-
Convertible Bond (ISIN DE000A19PVM4),
the 2018-EUR-Convertible Bond (ISIN
DE000A19W2L5) and the 2020-EUR-
Convertible Bond (ISIN DE000A283WZ3)
issued by ams AG at market price up to a
maximum amount of EUR 100,000,000 is
exempted from the application of the
ordinary rules governing public takeover
offers.
2. ams AG is granted the following
exemptions from the requirements and
conditions for repurchase programs:
1. ams AG is authorized to conduct the
repurchase program for the 2017-
USD-Convertible Bond (ISIN
DE000A19PVM4), 2018-EUR-Convertible
Bond (ISIN DE000A19W2L5) and the
2020-EUR-Convertible Bond (ISIN
DE000A283WZ3) to the exclusion of
the shares of ams AG.
2. ams AG is authorized to conduct the
repurchases though the mandated
Order of the Takeover Board bank HSBC Trinkaus & Burkhardt AG
over-the-counter (OTC) and, where
appropriate, at the relevant
international trading platforms.
3. ams AG is permitted for the
duration of the repurchase program
to, in deviation of Art. 123 para.
1 lit. c FMIO, conduct repurchases
per day in the amount of up to USD
2,000,000 for the 2017-USD-
Convertible Bond (ISIN
DE000A19PVM4), EUR 5,000,000 for
the 2018-EUR-Convertible Bond (ISIN
DE000A19W2L5) and EUR 5,000,000 for
the 2020-EUR-Convertible Bond (ISIN
DE000A283WZ3).
3. This order will be published on the
website of the Takeover Board after the
publication of the repurchase
announcement by ams AG.
4. Should ams AG after the opening of this
order, but before the publication of the
repurchase announcement, decide to
abstain from the repurchase of the 2017-
USD-Convertible Bond, the 2018-EUR-
Convertible Bond and the 2020-EUR-
Convertible Bond, it will be refrained
from the publication of this order.
5. The fee to be paid by ams AG amounts to
CHF 20,000.
Swiss Law (excluding the conflict of laws
Applicable Law and Jurisdiction rules of private international law) / City of
Zurich, Zurich 1, Switzerland
Note: This announcement does not constitute a prospectus within the meaning of
Art. 35 et seqq. of the Swiss Financial Services Act.
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
2017-USD-Convertible Bond DE000A19PVM4 38458485
2018-EUR-Convertible Bond DE000A19W2L5 40669152
2020-EUR-Convertible Bond DE000A283WZ3 57944471
Place, Date Premstaetten, 22 March 2021
Further inquiry note:
Moritz M. Gmeiner
Vice President Investor Relations
Tel: +43 3136 500-0
Fax: +43 3136 500-931211
Email: investor@ams.com
end of announcement euro adhoc
--------------------------------------------------------------------------------
Attachments with Announcement:
----------------------------------------------
http://resources.euroadhoc.com/documents/314/0/10680155/1/ams_-_EN_-_Announcement_Repurchase_of_Convertible_Bonds__2021_.pdf
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