SGL CARBON SE / Key word(s): Issue of Debt
18.04.2012 07:18
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. The Management Board of SGL Carbon SE (together
with its subsidiaries 'SGL Group') resolved today, with the consent of the
Supervisory Board, to issue unsubordinated, unsecured convertible notes
convertible into shares of SGL Carbon SE (the 'Convertible Notes'). The
Convertible Notes will be issued 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 to subscribe to the Convertible Notes are excluded.
The base issue size will be approximately EUR240 million with an increase
option of up to EUR40 million. The Convertible Notes will be convertible
into up to approximately 6.1 million no-par value shares of SGL Carbon SE
including the increase option. The Convertible Notes will have a maturity
of 5 years and 9 months and will be issued and redeemed at 100% of their
principal amount with a coupon of between 2.125% - 2.875% p.a., payable
semi-annually in arrear. The initial conversion price will be set at a
premium of 30% - 35% above the volume weighted average price of SGL Carbon
SE's shares during the bookbuilding period.
Pricing is expected to be announced later today and settlement is expected
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. However, settlement and closing of the Offering is 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 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.
Preview on the financial results for Q1/2012
In conjunction with the issuance of the Convertible Notes, SGL Group
releases the following financial results preview for the first quarter
2012: Group sales improved by 5% to EUR382 million (Q1/2011: EUR364
million). Operating profit (EBIT) reached EUR36 million (Q1/2011: EUR36
million), resulting in a return on sales of 9.5% (Q1/2011: 10.0%).
Primarily due to necessary working capital build up to support the growth
of the business expected particularly for the second half of the year, net
debt as at March 31, 2012 increased to EUR419 million compared to EUR343
million as at December 31, 2011.
Additional Information:
ISIN: DE0007235301, DE000A1MMFZ2
Listing: Amtlicher Markt / Prime Standard / Frankfurter Wertpapierbörse
(Official Market / Prime Standard / Frankfurt Stock Exchange)
Company's seat: Wiesbaden
---------------------------------------------------------------------------
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 to issue convertible notes - preview on the financial results for Q1/2012
| Source: EQS Group AG