SGL CARBON SE / Issue of Debt 25.06.2009 Release of a Adhoc News, transmitted by DGAP - a company of EquityStory AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Not for release, publication or distribution in or into the United States, Australia, Canada or Japan This notice is not a prospectus and, to the extent that it may constitute an advertisement, does not constitute an offer to sell or the solicitation of an offer to purchase securities of SGL Carbon SE Wiesbaden, June 25, 2009. The Management Board of SGL Carbon SE resolved today, with the consent of the Supervisory Board, to issue senior unsecured convertible notes convertible into shares of SGL Carbon SE (the 'Convertible Notes'). The Convertible Notes will be offered only to institutional investors outside the United States of America by way of an accelerated bookbuilding (the 'Offering'). The pre-emptive rights of existing shareholders of SGL Carbon SE are excluded. The aggregate issue size will be approximately EUR 190 million. The Convertible Notes will be convertible into approximately 6.5 million no-par value shares of SGL Carbon SE. The Convertible Notes will have a term of 7 years and will be issued and redeemed at 100% of their principal amount with a coupon of between 3.0% - 4.0% p.a., payable annually. The initial conversion price will be set at a premium of 30% above the volume weighted average price of the shares of SGL Carbon SE during the bookbuilding period. Pricing is expected to take place later today and settlement is expected on or around June 30, 2009. SGL Carbon SE envisages inclusion of the Convertible Notes to trading on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange. ABN AMRO, Commerzbank and Morgan Stanley are acting as Joint Lead Managers and Joint Bookrunners for the transaction. Landesbank Baden-Württemberg and UniCredit Group (Bayerische Hypo- and Vereinsbank AG) are acting as Co-Lead Managers. SGL Group is planning to use the proceeds from the issue of the Convertible Notes especially for accelerated expansion and investment plans in the business area Advanced Materials as well as for general corporate purposes. --------------------------------------------------------------------------- Information and Explaination of the Issuer to this News: Important Information: This press release constitutes neither an offer to sell nor a solicitation to buy any securities. This press release is not being issued in the United States of America and must not be distributed to publications with a general circulation in the United States. This press release does not constitute an offer or invitation to purchase any securities in the United States. The securities of SGL Carbon SE have not been registered under the U.S. Securities Act of 1933, as amended (the 'Securities Act'), and may not be offered, sold or delivered within the United States absent from registration under or an applicable exemption from the registration requirements of the Securities Act. This document is directed only at persons (I) who are outside the United Kingdom or (II) who have professional experience in matters relating to investment falling within article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the 'Order') or (III) who fall within article 49 (2) (A) to (D) ('high net worth companies, unincorporated associations, etc.') of the Order (all such persons together being referred to as 'relevant persons'). Any person who is not a relevant person must not act or rely on this communication or any of its contents. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons. Important note: This press release contains statements on future developments that are based on currently available information and that involve risks and uncertainties that could lead to actual results deviating from these forward-looking statements. The statements on future developments are not to be understood as guarantees. The future developments and events are dependent on a number of factors, they include various risks and unanticipated circumstances and are based on assumptions that may not be correct. These risks and uncertainties include, for example, unforeseeable changes in political, economic and business conditions, particularly in the area of electrosteel production, the competitive situation, interest rate and currency developments, technological developments and other risks and unanticipated circumstances. We see other risks in price developments, unexpected developments relating to acquired and consolidated companies and in the ongoing cost optimization programs. SGL Group does not intend to update these forward-looking statements. Press Contact: Corporate Communications / Tino Fritsch Phone +49 611 6029-105 / Fax +49 611 6029-101 / Mobile +49 170 540 2667 E-mail: tino.fritsch@sglcarbon.de / www.sglgroup.com Investor Relations Contact: Investor Relations / Raj Roychowdhury Phone +49 611 6029-106 / Fax +49 611 6029-101 E-mail: raj.roychowdhury@sglcarbon.de / www.sglgroup.com DGAP 25.06.2009 --------------------------------------------------------------------------- Language: English Issuer: SGL CARBON SE Rheingaustraße 182 65203 Wiesbaden Deutschland Phone: +49 (0)611 6029 - 103 Fax: +49 (0)611 6029 - 101 E-mail: vaness.rau@sglcarbon.de Internet: www.sglgroup.com ISIN: DE0007235301 WKN: 723530 Indices: MDAX Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Hannover, Düsseldorf, Hamburg, München, Stuttgart End of News DGAP News-Service ---------------------------------------------------------------------------
DGAP-Adhoc: SGL CARBON SE: SGL Carbon SE to issue convertible notes
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