SGL CARBON SE / Key word(s): Issue of Debt 18.04.2012 18:15 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. --------------------------------------------------------------------------- Wiesbaden April 18, 2012. SGL Carbon SE (together with its subsidiaries 'SGL Group') successfully placed an aggregate principal amount of EUR240 million of its unsubordinated, unsecured convertible notes due 2018 (the 'Convertible Notes') with domestic and international institutional investors outside of the US only, today. The Convertible Notes will have a maturity of 5 years and 9 months. The initial conversion price has been set at EUR44.1022, representing a premium of 30% above the reference price of EUR33.9248. The coupon has been set at 2.75% p.a., payable semi-annually in arrear. Settlement of the transaction will take place on or around April 25, 2012. SGL Carbon SE intends to apply for the inclusion of the Convertible Notes to trading on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange; the settlement is, however, not conditional upon obtaining such inclusion to trading. Commerzbank, Deutsche Bank and Morgan Stanley are acting as Joint Bookrunners and Joint Lead Managers for the Offering. LBBW and RBS are acting as Co-Lead Managers. SGL Group plans to use the proceeds from the issue of the Convertible Notes for the funding of the acquisition of Fibras Sintéticas de Portugal SA (Fisipe), the expansion of its local production capacities for the Chinese graphite electrode market, which SGL Group expects to become the largest single graphite electrode market in the next 5-10 years, for potential strategic opportunities for vertical integration in the Business Area Performance Products, the repayment of the 2007/2013 convertible notes as required, and 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. 18.04.2012 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: SGL CARBON SE RheingaustraÃe 182 65203 Wiesbaden Germany Phone: +49 (0)611 6029 - 103 Fax: +49 (0)611 6029 - 101 E-mail: investor-relations@sglcarbon.de Internet: www.sglgroup.com ISIN: DE0007235301 WKN: 723530 Indices: MDAX Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, Hamburg, Hannover, München, Stuttgart End of Announcement DGAP News-Service ---------------------------------------------------------------------------
DGAP-Adhoc: SGL CARBON SE: SGL Carbon SE successfully placed convertible notes
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