- 03.11.2010, 15:29:09
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- OTE0011
EANS-News: Salzgitter AG announces exercise of greenshoe option in connection with the offering of senior unsecured bonds exchangeable into shares of Aurubis AG
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Corporate news transmitted by euro adhoc. The issuer/originator is solely
responsible for the content of this announcement.
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Salzgitter (euro adhoc) - Salzgitter, November 3, 2010
Not for publication or distribution in the United States, Australia, Canada,
Japan or South Africa
Salzgitter AG announces exercise of greenshoe option in connection with the
offering of senior unsecured bonds exchangeable into shares of Aurubis AG
International Securities Identification Number (ISIN): DE000A1AYDS2
German Wertpapierkennummer (WKN): A1AYDS
In connection with the offering of senior unsecured bonds exchangeable into
existing ordinary bearer shares of Aurubis AG (the "Bonds") by Salzgitter
Finance B.V. and guaranteed by Salzgitter AG, announced on 28 October 2010,
Salzgitter AG announces that today the greenshoe option granted to BofA Merrill
Lynch, Commerzbank AG and Deutsche Bank AG (the "Joint Bookrunners and Joint
Lead Managers") has been partially exercised and that, as a consequence, the
issue size of the Bonds has been increased by a further EUR20.5 million. The
aggregate principal amount of the offering therefore amounts to EUR295.5
million.
In connection with the offering of the Bonds, Merrill Lynch International acted
as Stabilisation Manager. The stabilisation period has been terminated with the
partial exercise of the greenshoe option to purchase additional Bonds to cover
over-allotments. The Stabilisation Manager has undertaken stabilisation
transactions starting on 29 October 2010, the date on which stabilisation last
occurred was 29 October 2010.
The price range within which stabilisation was carried out and each of the dates
during which stabilisation transactions were carried out are set out in the
following table:
Date Price Range
29 October 2010 99.85% - 100.00%
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE. This announcement
constitutes neither an offer to sell nor a solicitation to buy securities of
Salzgitter Finance B.V., Salzgitter AG, Aurubis AG or any other party. The
securities have already been sold.
IMPORTANT NOTE - NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (OR TO US PERSONS),
AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA, OR IN ANY OTHER JURISDICTION IN WHICH
OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW
This press release 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 any securities. 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 Issuers
of the Bonds to prepare or register any prospectus or offering document relating
to the Bonds in such jurisdiction.
The distribution of this press release and the offer and sale of the Bonds in
certain jurisdictions may be restricted by law. Any persons reading this press
release should inform themselves of and observe any such restrictions.
This press release 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 Aurubis AG) 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 press release 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.
Subject to certain exceptions, the securities referred to herein (including the
Bonds and the shares of Aurubis AG) may not be offered or sold in Australia,
Canada, Japan or South Africa to, or for the account or benefit of, any
national, resident or citizen of Australia, Canada, Japan or South Africa. The
offer and sale of the securities referred to herein has not been and will not be
registered under the applicable securities laws of Australia, Canada, Japan or
South Africa.
In the United Kingdom, this press release is only being distributed to and is
only directed at (i) persons who fall within the meaning of investment
professional pursuant to Article 19(5) 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)(a)-(d) 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 press release or any of its
contents.
The Joint Bookrunners are acting on behalf of the Issuer and no one else in
connection with the Bonds and will not be responsible to any other person for
providing the protections afforded to clients of the Joint Bookrunners, or for
providing advice in relation to the securities.
In connection with the offering of the Bonds, the Joint Bookrunners and any of
their respective affiliates acting as an investor for their own account may take
up Bonds and in that capacity may retain, purchase or sell for its own account
such securities and any securities of the Issuer, Salzgitter AG or Aurubis AG or
any related investments and may offer or sell such securities or other
investments otherwise than in connection with the offering of the Bonds. The
Bookrunner does not intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or regulatory
obligation to do so.
Any offer if made may only be addressed to and directed, in member states of the
European Economic Area which have implemented the Prospectus Directive (each, a
"relevant member state"), at persons who are "qualified investors" within the
meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC)
and pursuant to the relevant implementing rules and regulations adopted by each
relevant member state ("Qualified Investors").
Each person who initially acquires any Bonds in connection with the issuance or
to whom any offer of securities may be made will be deemed to have represented,
acknowledged and agreed that it is a Qualified Investor as defined above.
In the case of any securities being offered to any investor as a financial
intermediary as that term is used in Article 3(2) of the Prospectus Directive,
such investor will also be deemed to have represented and agreed that the
securities acquired by it in the offering have not been acquired on behalf of
persons in the EEA other than Qualified Investors or persons in the UK and other
member states (where equivalent legislation exists) for whom the investor has
authority to make decisions on a wholly discretionary basis, nor have the
securities been acquired with a view to their offer or resale in the EEA where
this would result in a requirement for publication by the Issuers, Salzgitter AG
or the Joint Bookrunners of a prospectus pursuant to Article 3 of the Prospectus
Directive, unless the prior consent of the aforementioned parties has been
obtained to such offer or resale.
Further inquiry note:
Markus Heidler
+49 (0) 5341/21-6105
[email protected]
end of announcement euro adhoc
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company: Salzgitter AG
Eisenhüttenstraße 99
D-38239 Salzgitter
phone: +49 (0) 5341-21-3783
mail: [email protected]
WWW: http://www.salzgitter-ag.de
sector: Iron & Steel
ISIN: DE0006202005
indexes: Midcap Market Index, MDAX, CDAX, Classic All Share, Prime All Share
stockmarkets: regulated dealing/prime standard: Frankfurt, free trade: Berlin,
Hamburg, Stuttgart, Düsseldorf, Hannover, München
language: English
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