• 20.01.2010, 07:56:59
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  • OTS0008 OTW0008

EANS-Adhoc: conwert Immobilien Invest SE / conwert Immobilien Invest SE: Issue of convertible bonds

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ad-hoc disclosure transmitted by euro adhoc with the aim of a Europe-wide
distribution. The issuer is solely responsible for the content of this
announcement.
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20.01.2010

Not for release or publication in, or distribution to, the United States of
America, Canada, Japan and Australia or any other jurisdiction in which offers
or sales of securities of conwert Immobilien Invest SE are prohibited by
applicable law.

conwert Immobilien Invest SE: Issue of convertible bonds

Vienna, 20 January 2010. conwert Immobilien Invest SE ("conwert"), listed on the
Vienna Stock Exchange, is launching an offering of senior convertible bonds (the
"Bonds") in an aggregate principal amount of EUR 131 million and an
over-allotment option of up to EUR 19 million (approximately 15% of the offering
size). The Bonds (ISIN AT0000A0GMD6) will be privately placed with selected
institutional investors in Austria and other jurisdictions outside the United
States, Canada, Australia and Japan (the "Offering").

conwert is using the authorization granted by the Annual General Meeting on 27
May 2008 to issue the Bonds. Holders will be entitled to convert the Bonds into
up to approximately 12.8 million shares of conwert (the "Shares"). The
shareholders' pre-emptive rights to subscribe for the Bonds were excluded by the
Annual General Meeting on 27 May 2008. conwert intends to apply for the Bonds to
be traded on the unregulated Third Market (Multilateral Trading Facility) of the
Vienna Stock Exchange.

The Bonds will have a maturity of six years. Holders of the Bonds will be
entitled to require an early redemption of their Bonds at the principal amount
together with accrued interest on the fourth anniversary after the issue date.
The Bonds in the denomination of EUR 100,000 each will be offered at an issue
price of 100% of par. The Bonds are expected to have a semi-annual coupon in the
range of 4.75% - 5.75% p.a., and the initial exercise price is expected to be
set at a premium of between 30% - 35% above the volume weighted average price of
the Shares during the bookbuilding period today.

The closing and settlement of the Offering is expected to occur on or around 1
February 2010.

conwert will use the proceeds from the Offering for general corporate purposes.
Simultaneously with the Offering and depending on market conditions, conwert may
repurchase up to EUR 35 million principal amount of its outstanding 1.50%
convertible bonds due 2014 issued in 2007 (ISIN AT0000A07PZ5) at a price of up
to 93% of the principal amount plus accrued interest. In this case conwert may
use a portion of the net proceeds to fund the repurchase.

conwert has agreed to a lock-up with the Joint Bookrunners for 90 days after the
settlement date, subject to customary exemptions.

Barclays Capital, Credit Suisse and JP Morgan are acting as Joint Bookrunners
and Raiffeisen Centrobank AG is acting as Co-Lead Manager of the Offering.

_______________________

The information contained herein is not for release or publication in, or
distribution to, the United States (as defined below), Canada, Japan and
Australia, or any other jurisdiction in which offers or sales of securities of
conwert Immobilien Invest SE are prohibited by applicable law.

This press release does not constitute or form part of any offer or solicitation
to purchase or subscribe for sale securities of conwert Immobilien Invest SE. No
public offer of the Bonds will be made in Austria or any other jurisdiction.

This press release is not being issued in the United States of America, its
territories and possessions, any State of the United States of America, and the
District of Columbia ("United States") and must not be distributed, directly or
indirectly, in or into the United States. The securities referred to in this
press release (including the Bonds and the shares of conwert Immobilien Invest
SE) have not been and will not be registered under the U.S. Securities Act of
1933, as amended ("Securities Act"), and may not be offered or sold in the
United States absent an exemption from registration under the Securities Act.
No offer or acceptance to repurchase any existing bonds will be accepted from
the United States of America.

This press release is not for general publication, release or distribution in
the United Kingdom and may only be distributed in the United Kingdom to persons
who (i) are investment professionals falling within article 19(5) of the U.K.
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, in its
current version (the "Order"), or (ii) are high net worth entities or other
persons to whom it may lawfully be communicated falling within article 49(2) (a)
to (d) of the Order (all such persons will be referred to as "Relevant Persons"
below). Anyone in the United Kingdom who is not a Relevant Person may not act on
the basis of this press release or its contents. Any investment or investment
activity to which this press release refers is only available to Relevant
Persons and is only carried out with Relevant Persons.

From the announcement of the final terms of the Bonds, Credit Suisse, as
stabilisation manager, may over-allot or effect transactions with a view to
supporting the market price of the Bonds or the existing Shares of conwert
Immobilien Invest SE at a level higher than that which might otherwise prevail.
Such stabilising, if commenced, may be discontinued at any time and will, in
analogous application of Regulation (EC) No. 2273/2003, be brought to an end no
later than the earlier of 30 calendar days after the closing date and 60
calendar days after allotment of the Bonds. If commenced, such stabilising may
lead to a market price of the Bonds and/or the existing Shares which may be
higher than the level that would exist if no such stabilising measures were
taken and may indicate to the market a price stability which without such
stabilising might not prevail. However, there is no obligation to engage in
such stabilisation activities and such stabilisation, if commenced (which may
not occur before the final terms of the Bonds have been announced), may be
discontinued at any time. Following the end of the stabilisation period,
information regarding stabilising activities (including the extent to which
stabilsation has taken place, the dates on which the first and last
stabilisation trades were executed, and the dates on and price range within
which all stabilisation activity took place) will be published in analogous
application of Article 9(3) of Regulation (EC) No. 2273/2003.

Further inquiry note:
conwert Immobilien Invest SE,

Peter Sidlo, Head of Corporate Communications, 
T +43 / 1 / 521 45-250, 
E [email protected], 

Metrum Communications, 
Roland Mayrl, 
T +43 / 1 / 504 69 87-331, 
E [email protected]
end of announcement                               euro adhoc 
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issuer:   conwert Immobilien Invest SE
          Albertgasse 35
          A-1080 Wien
phone:    52145-0
FAX:      52145-111
mail:     [email protected]
WWW:      http://www.conwert.at
sector:   Real Estate
ISIN:     AT0000697750
indexes:  WBI

stockmarkets: official dealing: Wien
language: English

Digitale Pressemappe: http://www.ots.at/pressemappe/2908

OTS-ORIGINALTEXT PRESSEAUSSENDUNG UNTER AUSSCHLIESSLICHER INHALTLICHER VERANTWORTUNG DES AUSSENDERS - WWW.OTS.AT | OTB

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