EANS-Adhoc: ams AG ams announces results of share offering in conjunction with rights issue
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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.
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01.04.2020
Premstaetten - Premstaetten, Austria (1 April 2020) -- ams AG (SIX: AMS), a
leading worldwide supplier of high performance sensor solutions, announces the
results of the public offering in Switzerland and Austria as well as private
placements in certain jurisdictions outside Switzerland and Austria in
compliance with applicable securities laws of 72,417,942 ordinary no-par value
bearer shares (the "Offering") for which holders of subscription rights have not
exercised their subscription rights at the completion of the rights exercise
period of the approx. CHF 1.75bn (approx. EUR 1.65bn) rights issue (the "Rights
Issue").
As part of the Offering, 15,023,697 shares were successfully placed with
investors at a price of CHF 9.20, equivalent to the issue price of the Rights
Issue. Together with 117,451,512 shares already subscribed by ams shareholders
and holders of subscription rights at the completion of the rights exercise
period, a total of 132,475,209 shares have been taken up by investors,
corresponding in total to 70% of the 189,869,454 shares offered in the Rights
Issue. The remaining 57,394,245 shares, or 30% (the "Unplaced Shares"), will be
taken up by the syndicate banks according to their underwriting quota.
The Joint Global Coordinators, UBS and HSBC have entered into a coordination
agreement to secure an orderly sell-down of the Unplaced Shares.
The share capital of ams will increase from EUR 84,419,826.00 to EUR
274,289,280.00 representing an increase of 189,869,454 new, no-par value bearer
shares with a nominal value of EUR 1.00 per share and with full dividend rights
as of 1 January 2019.
Listing and first day of trading of the new shares on SIX Swiss Exchange is
expected on 3 April 2020. Delivery of the new shares against payment of the
offer price is expected for 3 April 2020.
ams intends to use the proceeds of the offering to partially refinance the
acquisition of OSRAM Licht AG, including related costs.
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Important notice:
This announcement constitutes neither an offer to sell nor a solicitation to buy
securities. Any public offer has been made solely by means of, and on the basis
of, a securities prospectus (including any amendments thereto, if any) approved
by the Austrian Financial Market Authority (Finanzmarktaufsichtsbehörde, "FMA")
and published in Austria. An investment decision regarding any publicly offered
securities of ams AG ("ams") should only be made on the basis of the securities
prospectus. The securities prospectus is available free of charge from ams
during usual business hours, or on the ams website.
This announcement is not for distribution or release, directly or indirectly, in
or into the United States of America (including its territories and possessions,
any State of the United States of America and the District of Columbia),
Australia, Canada, Japan or any other jurisdiction in which such distribution or
release would be unlawful. These materials do not constitute or form a part of
any offer or solicitation to purchase or subscribe for securities in the United
States of America, Australia, Canada or Japan, or any other jurisdiction in
which such offer or solicitation may be unlawful.
The shares of ams have not been and will not be registered under the U.S.
Securities Act of 1933 ("Securities Act") and may not be offered or sold within
the United States of America except pursuant to an applicable exemption from, or
in a transaction not subject to, the registration requirements of the Securities
Act. There will be no public offering of shares in the United States of America.
This announcement constitutes neither an offer to sell nor a solicitation to buy
securities and does not constitute a prospectus according to Articles 35 et
seqq. of the Swiss Financial Services Act ("FinSA") or Articles 652a and 1156 of
the Swiss Code of Obligations (as such articles were in effect immediately prior
to the entry into effect of FinSA) or Article 27 et seqq. of the SIX Swiss
Exchange Listing Rules. The offer is made solely by means of, and on the basis
of, the prospectus which is available free of charge, inter alia, from ams
during regular business hours, or on the ams website. An investment decision
regarding the publicly offered securities of ams should only be made on the
basis of the prospectus.
This communication does not constitute an "offer of securities to the public"
within the meaning of Regulation (EU) 2017/1129 (the Prospectus Regulation) of
the securities referred to herein in any member state of the European Economic
Area (the EEA). Any offers of the securities referred to in this announcement to
persons in the EEA is made pursuant to an exemption under the Prospectus
Regulation, as implemented in member states of the EEA, from the requirement to
produce a prospectus for offers of the Securities.
In the United Kingdom, this announcement is directed exclusively at Qualified
Investors (i) who have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, as amended (the Order) or (ii) who
fall within Article 49(2)(a) to (d) of the Order, and (iii) to whom it may
otherwise lawfully be communicated, and any investment activity to which it
relates will only be engaged in with such persons, and it should not be relied
on by anyone other than such persons.
This announcement may contain statements about ams and/or its subsidiaries
(together "ams Group") that are or may be "forward-looking statements". Forward-
looking statements include, without limitation, statements that typically
contain words such as "anticipate", "target", "expect", "estimate", "intend",
"plan", "believe", "hope", "aims", "continue", "will", "may", "should", "would",
"could", or other words of similar meaning. By their nature, forward-looking
statements involve risks and uncertainties because they relate to events and
depend on circumstances that may or may not occur in the future. ams cautions
you that forward-looking statements are not guarantees of the occurrence of such
future events or of future performance and that in particular the actual results
of operations, financial condition and liquidity, the development of the
industry in which ams Group operates and the outcome or impact of the
acquisition and related matters on ams Group may differ materially from those
made in or suggested by the forward-looking statements contained in this
announcement. Any forward-looking statements speak only as at the date of this
announcement. Except as required by applicable law, ams does not undertake any
obligation to update or revise publicly any forward-looking statement, whether
as a result of new information, future events or otherwise.
About ams
ams is a global leader in the design and manufacture of advanced sensor
solutions. Our mission is to shape the world with sensor solutions by providing
a seamless interface between humans and technology.
ams' high-performance sensor solutions drive applications requiring small form
factor, low power, highest sensitivity and multi-sensor integration. Products
include sensor solutions, sensor ICs, interfaces and related software for
consumer, communications, industrial, medical, and automotive markets.
With headquarters in Austria, ams employs about 9,000 people globally and serves
more than 8,000 customers worldwide. ams is listed on the SIX Swiss stock
exchange (ticker symbol: AMS). More information about ams can be found at https:
//ams.com [https://ams.com/]
Join ams social media channels:
>Twitter [https://twitter.com/amsAnalog] >LinkedIn [https://www.linkedin.com/
company/ams-ag] >Facebook [https://www.facebook.com/amsAnalog] >YouTube [https:/
/www.youtube.com/user/amsAnalog]
ams is a registered trademark of ams AG. In addition many of our products and
services are registered or filed trademarks of ams Group. All other company or
product names mentioned herein may be trademarks or registered trademarks of
their respective owners. Information provided in this press release is accurate
at time of publication and is subject to change without advance notice.
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
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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