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Klöckner & Co AG

euro adhoc: Klöckner & Co AG
Capital measures
Klöckner & Co launches convertible bond offering

  Disclosure announcement transmitted by euro adhoc. The issuer is responsible
  for the content of this announcement.
18.07.2007
Duisburg, 18 July 2007 - The management board of Klöckner & Co AG 
("Klöckner & Co") resolved today to issue senior unsecured 
convertible bonds (the "Bonds"). The Bonds will be issued by Klöckner
& Co Finance International S.A. (the "Issuer"), a wholly-owned 
Luxembourg subsidiary of Klöckner & Co, guaranteed by Klöckner & Co, 
and will be convertible into existing or new shares of Klöckner & Co.
The Bonds will be offered only to institutional investors outside of 
the US. The pre-emptive rights of shareholders of Klöckner & Co to 
subscribe to the Bonds are excluded.
The Bonds will have a maturity of five years. The Bonds will be 
issued at 100% of the principal amount on 27 July 2007 (the 
"Settlement Date"). The conversion price will be set at a premium of 
35% above the volume weighted average XETRA price of Klöckner & Co´s 
shares during the period from today's management board resolution on 
the issue of the Bonds and the ultimate allocation of the Bonds due 
to take place later today. The coupon will be between 1.00% - 2.00%; 
it will be determined during a bookbuilding process planned to take 
place today.  The Bonds cannot be called by the Issuer for the first 
three years, and are callable thereafter if the stock exchange price 
of Klöckner & Co´s shares exceeds 130% of the conversion price.
The base offering size will be EUR 300 million. The offering size may
be increased by up to EUR 25 million. In addition, the issuer has 
granted the Joint Bookrunners, Deutsche Bank and JPMorgan, a 
greenshoe option of up to EUR 25 million to cover over-allotments (if
any). The maximum issue size can therefore amount to EUR 350 million.
Klöckner & Co intends to list the Bonds in the Open Market 
(Freiverkehr) segment of the Frankfurt Stock Exchange.
Deutsche Bank and JPMorgan are acting as Joint Bookrunners, Joint 
Lead-Managers and sole syndicate members for the Offering.
Klöckner & Co intends to use the proceeds from the sale of the 
convertible bonds for general corporate purposes and to continue its 
stated external expansion.
*****
IMPORTANT NOTE
NOT FOR DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF 
AMERICA (OR TO US PERSONS), AUSTRALIA, CANADA OR JAPAN, OR IN ANY 
OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY 
APPLICABLE LAW
This ad-hoc announcement is for information purposes only and does 
not constitute or form part of, and should not be construed as an 
offer or an invitation to sell, or issue or the solicitation of any 
offer to buy or subscribe for, any securities.  In connection with 
this transaction there has not been, nor will there be, any public 
offering of the Bonds.  No prospectus will be prepared in connection 
with the offering of the Bonds.  The Bonds may not be offered to the 
public in any jurisdiction in circumstances which would require the 
Issuer of the Bonds to prepare or register any prospectus or offering
document relating to the Bonds in such jurisdiction.  The 
distribution of this ad-hoc announcement and the offer and sale of 
the Bonds in certain jurisdictions may be restricted by law.  Italy 
has only partially implemented the Prospectus Directive and, 
accordingly, the provisions of the Prospectus Directive shall apply 
with respect to Italy only to the extent to which the relevant 
provisions of the Prospectus Directive have already been implemented 
in Italy. The Bonds may not be placed, sold or offered to individuals
resident in Italy in the primary or in the secondary market.  Any 
persons reading this ad-hoc announcement should inform themselves of 
and observe any such restrictions.
In connection with the offering of the convertible bonds, Deutsche 
Bank (the "Stabilising Manager") or any person acting on behalf of 
the Stabilising Manager, may over-allot and effect transactions with 
a view to supporting the market price of the Bonds at a level higher 
than that which might otherwise prevail. However, there is no 
assurance that the Stabilising Manager (or persons acting on behalf 
of the Stabilising Manager) will undertake stabilisation action. Any 
stabilisation action shall begin on or after the date on which 
adequate public disclosure of the final terms of the offer of the 
Bonds is made and, if begun, may be ended at any time, but it must 
end no later than the earlier of 30 days after the Settlement Date 
and 60 days after the allotment of the Bonds. Stabilisation FSA
This ad-hoc announcement does not constitute an offer to sell or a 
solicitation of an offer to purchase any securities in the United 
States.  The securities referred to herein (including the Bonds and 
the shares of Klöckner & Co) have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the "Securities 
Act") or the laws of any state within the U.S., and may not be 
offered or sold in the United States or to or for the account or 
benefit of U.S. persons, except in a transaction not subject to, or 
pursuant to an applicable exemption from, the registration 
requirements of the Securities Act or any state securities laws. This
ad-hoc announcement and the information contained herein may not be 
distributed or sent into the United States, or in any other 
jurisdiction in which offers or sales of the securities described 
herein would be prohibited by applicable laws and should not be 
distributed to United States persons or publications with a general 
circulation in the United States.  No offering of the Bonds is being 
made in the United States.
This ad-hoc announcement is only being distributed to and is only 
directed 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").  The Bonds are only available to, and any 
invitation, offer or agreement to subscribe, purchase or otherwise 
acquire such Bonds will be engaged in only with, relevant persons.  
Any person who is not a relevant person should not act or rely on 
this ad-hoc announcement or any of its contents.
*****
Supplemental information:
Issuer: Klöckner & Co Aktiengesellschaft, Am Silberpalais 1, D 47057 
Duisburg ISIN: DE000KC01000 WKN: KCO100 Listed: Amtlicher Markt / 
Prime Standard; Frankfurter Wertpapierbörse
Further information can be obtained on the webpage of Klöckner & Co:
www.kloeckner.de
end of announcement                               euro adhoc 18.07.2007 07:25:54

Further inquiry note:

Claudia Uhlendorf
Tel.: +49 203 307 2289
claudia.uhlendorf@kloeckner.de

Branche: Metal Goods & Engineering
ISIN: DE000KC01000
WKN: KC0100
Index: CDAX, Classic All Share, Prime All Share, MDAX
Börsen: Börse Frankfurt / official dealing/prime standard
Börse Berlin / free trade
Börse Hamburg / free trade
Börse Stuttgart / free trade
Börse Düsseldorf / free trade
Börse München / free trade

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