Dialog Semiconductor Plc. / Key word(s): Bond 08.03.2012 13:42 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a company of EquityStory AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, JERSEY, AUSTRALIA OR ITALY, OR IN ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW DIALOG SEMICONDUCTOR PLC ANNOUNCES THE PRICING OF ITS CONVERTIBLE BONDS DIALOG SEMICONDUCTOR PLC PRICES 5-YEAR SENIOR UNSECURED CONVERTIBLE BONDS Kirchheim/Teck, Germany, 8 March 2012 - Dialog Semiconductor Plc (FWB: DLG) ('Dialog Semiconductor' or the 'Company') announces the pricing of its offering (the 'Offering') of USD 201 million senior unsecured convertible bonds due 2017 (the 'Bonds'). The Bonds will be convertible into ordinary shares (the 'Shares') of Dialog Semiconductor. The maturity of the Bonds is 5 years. The Bonds will be issued at 100 per cent. of their principal amount and will have a coupon of 1.00 per cent. per annum payable semi-annually in arrear. The conversion price is USD 29.5717 (EUR 22.367 equivalent), which represents a premium of 35 per cent. above the volume-weighted average price of the Shares on XETRA during the course of today up to the time of pricing. If not previously converted or redeemed, the Bonds will be redeemed at par 5 years from the Closing Date. The Company will have the option to call all outstanding Bonds from approximately 3 years after the Closing Date until maturity, in the event that the value of the Shares underlying a Bond exceeds 130% of the principal amount over a certain period. The shares to be issued upon conversion of the Bonds will represent approximately 10% of Dialog Semiconductor's current issued share capital. The Company intends to use the net proceeds of the Offering for general corporate purposes and potential acquisitions. The Bonds are being offered to institutional investors only. Neither the Bonds nor the Shares have been or will be registered under the U.S. Securities Act 1933, as amended (the 'Securities Act') and will be offered and sold only outside the United States in compliance with Regulation S under the Securities Act. Neither the Bonds nor the Shares will be offered to investors in the United States, Australia, Canada, Italy or Japan or any other jurisdiction in which offers or sales would be prohibited by applicable law. Closing is expected to take place on or about 12 April 2012 (the 'Closing Date'). Before the Closing Date an offering circular will be made available by Dialog Semiconductor. Application will be made for the admission of the Bonds to the official list of the Luxembourg Stock Exchange and application will be made for the admission of the Bonds to trading on the Luxembourg Stock Exchange's Euro MTF Market. Barclays Capital is acting as Sole Bookrunner of the Offering. --------------------------------------------------------------------------- Information and Explaination of the Issuer to this News: For further information please contact: Dialog Semiconductor Neue StraÃe 95 D-73230 Kircheim/Teck Germany T +49-7021-805-412 F +49-7021-805-200 dialog@fticonsulting.com www.dialog-semiconductor.com FTI Consulting - London Matt Dixon T +44 20 7269 7214 matt.dixon@fticonsulting.com Note to editors: Dialog Semiconductor creates highly integrated, mixed-signal integrated circuits (ICs) optimised for personal portable, low energy short-range wireless, lighting, display and automotive applications. The Company provides flexible and dynamic support, world-class innovation and the assurance of dealing with an established business partner. With its focus and expertise in energy efficient system power management, and now with the recent addition of low energy short range wireless and VoIP technology to the portfolio, Dialog Semiconductor brings decades of experience to the rapid development of ICs for personal portable applications including smartphones, tablet PCs, digital cordless phones and gaming applications. Dialog Semiconductor's power management processor companion chips are essential for enhancing both the performance in terms of extended battery lifetime and the consumers' multimedia experience. With world-class manufacturing partners, Dialog Semiconductor operates a fabless business model. Dialog Semiconductor Plc is headquartered near Stuttgart with a global sales, R&D and marketing organisation. In 2011, it had approximately $527 million in revenue and was one of the fastest growing European public semiconductor companies. It currently has approximately 650 employees. The Company is listed on the Frankfurt (FWB: DLG) stock exchange and is a member of the German TecDax index. IMPORTANT NOTICE: THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO PURCHASE ANY SECURITIES IN THE UNITED STATES. THE SECURITIES 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 FOR THE ACCOUNTS OR BENEFIT OF ANY U.S. PERSONS AS THAT TERM IS DEFINED IN THE U.S. SECURITIES LAWS, 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 DOCUMENT 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 SECURITIES IS BEING MADE IN THE UNITED STATES. THIS IS NOT AN OFFER TO SELL, NOR A SOLICITATION OF AN OFFER TO BUY AND ANY DISCUSSIONS, NEGOTIATIONS OR OTHER COMMUNICATIONS THAT MAY BE ENTERED INTO, WHETHER IN CONNECTION WITH THE TERMS SET OUT HEREIN OR OTHERWISE, SHALL BE CONDUCTED SUBJECT TO CONTRACT. NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS OR WILL BE MADE AS TO, OR IN RELATION TO, AND NO RESPONSIBILITY OR LIABILITY IS OR WILL BE ACCEPTED BY THE LEAD MANAGER OR BY ANY OF THEIR RESPECTIVE OFFICERS OR AGENTS AS TO OR IN RELATION TO THE ACCURACY OR COMPLETENESS OF THIS DOCUMENT, OR ANY OTHER WRITTEN OR ORAL INFORMATION MADE AVAILABLE TO ANY INTERESTED PARTY OR ITS ADVISERS AND ANY LIABILITY THEREFORE IS HEREBY EXPRESSLY DISCLAIMED. COPIES OF THIS DOCUMENT ARE NOT BEING, AND MUST NOT BE, MAILED, OR OTHERWISE FORWARDED, DISTRIBUTED OR SENT IN, INTO OR FROM THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH MAILING WOULD BE ILLEGAL, OR TO PUBLICATIONS WITH A GENERAL CIRCULATION IN THOSE JURISDICTIONS, AND PERSONS RECEIVING THIS DOCUMENT (INCLUDING CUSTODIANS, NOMINEES AND TRUSTEES) MUST NOT MAIL OR OTHERWISE FORWARD, DISTRIBUTE OR SEND IT IN, INTO OR FROM THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH MAILING WOULD BE ILLEGAL OR TO PUBLICATIONS WITH A GENERAL CIRCULATION IN THOSE JURISDICTIONS. THIS DOCUMENT IS ONLY 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) ('QUALIFIED INVESTORS'). EACH PERSON WHO RECEIVES THIS DOCUMENT WILL BE DEEMED TO HAVE REPRESENTED, ACKNOWLEDGED AND AGREED THAT IT IS A 'QUALIFIED INVESTOR' WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE. IN ADDITION, IN THE UNITED KINGDOM, THIS DOCUMENT IS BEING DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY 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') AND QUALIFIED INVESTORS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, AND (II) TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS 'RELEVANT PERSONS'). THIS DOCUMENT MUST NOT BE ACTED ON OR RELIED ON (I) IN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT RELEVANT PERSONS, AND (II) IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA OTHER THAN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT QUALIFIED INVESTORS. 08.03.2012 DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: Dialog Semiconductor Plc. Tower Bridge House, St. Katharine's Way E1W 1AA London United Kingdom Phone: +49 7021 805-412 Fax: +49 7021 805-200 E-mail: birgit.hummel@diasemi.com Internet: www.diasemi.com ISIN: GB0059822006 WKN: 927200 Indices: TecDAX Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, Hamburg, München, Stuttgart End of Announcement DGAP News-Service ---------------------------------------------------------------------------
DGAP-Adhoc: Dialog Semiconductor Plc.: DIALOG SEMICONDUCTOR PLC ANNOUNCES THE PRICING OF ITS CONVERTIBLE BONDS / DIALOG SEMICONDUCTOR PLC PRICES 5-YEAR SENIOR UNSECURED CONVERTIBLE BONDS
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