EANS-Adhoc: ams AG
Repurchase of its Convertible Bonds (USD 350,000,000 0.875%
Convertible Bond 2017 ? 2022 as well as EUR 600,000,000 Zero-Coupon Convertible
Bond 2018 ? 2025) by ams AG, Premstaetten, Austria
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Disclosed inside information pursuant to article 17 Market Abuse Regulation
(MAR) transmitted by euro adhoc with the aim of a Europe-wide distribution.
The issuer is responsible for the content of this announcement.
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12.03.2019
Premstaetten -
ams AG, with its corporate seat at
Tobelbader Strasse 30, 8141 Premstaetten,
Austria ("ams" or "Company"), has issued on
28 September 2017 a 0.875% convertible bond
in the amount of USD 350,000,000 with a
five-year maturity (until 28 September 2022)
and a denomination of USD 200,000 per bond
(ISIN: DE000A19PVM4) ("USD-Convertible
Bond"). The ams-bearer shares, which are
listed on the SIX Swiss Exchange (ISIN:
AT0000A18XM4) ("ams-Bearer Shares"),
necessary in case of a conversion of the
USD-Convertible Bond will be, at the sole
discretion of the Company, either created
from authorized or conditional capital of
the Company or delivered from already
existing ams-Bearer Shares. The USD-
Convertible Bond is admitted to trading on
the Open Market of the Frankfurt Stock
Exchange (ISIN: DE000A19PVM4).
On 5 March 2018, ams has issued a zero-
coupon convertible bond in the amount of EUR
600,000,000 with a seven-year maturity
(until 5 March 2025) and a denomination of
EUR 200,000 per bond (ISIN: DE000A19W2L5)
("EUR-Convertible Bond", and together with
Basis and Scope of the Repurchase the USD-Convertible Bond, "Convertible
Bonds"). The ams-Bearer Shares necessary in
case of a conversion of the EUR-Convertible
Bond will be, at the sole discretion of the
Company, either created from authorized or
conditional capital of the Company or
delivered from already existing ams-Bearer
Shares. The EUR-Convertible Bond is also
admitted to trading on the Open Market of
the Frankfurt Stock Exchange (ISIN:
DE000A19W21L5).
The management board of ams has decided on 6
November 2018 to repurchase the Convertible
Bonds up to a maximum amount of USD
100,000,000 (at the date of this repurchase
announcement corresponding to approximately
EUR 89,000,000 or CHF 101,000,000).
The share capital of the Company is
currently divided into 84,419,826 ams-Bearer
Shares. Based thereon, the agreed partial
repurchase of the Convertible Bonds relates
to sale rights in the total maximum amount
of 9.10% of the share capital.
ams' current share repurchase program for
ams-Bearer Shares, which will be upheld
until 8 November 2019 at the latest, remains
unaffected by the present repurchase program
for the Convertible Bonds.
The purpose of the partial repurchase of the
Convertible Bonds is (i) the reduction of
liabilities from the Convertible Bonds
Purpose through the repurchase and the cancellation
of the repurchased Convertible Bonds and
(ii) the improvement of the capital
structure.
The partial repurchase of the Convertible
Bonds will start on 27 March 2019 and be
upheld until 30 December 2019 at the latest.
Duration ams reserves the right to terminate this
repurchase program at any time and has no
obligation to repurchase any Convertible
Bonds at any time. ams will act as buyer
depending on market conditions.
The repurchase at market price will, as
Over-the-Counter and Stock Exchange usual for convertible bonds, be executed via
Trading over-the-counter trading (OTC trading) and,
where appropriate, at the relevant
international trading platforms.
The maximum daily repurchase volume
according to Art. 123 para. 1 lit. c of the
Swiss Ordinance on Financial Market
Maximum Daily Repurchase Volume Infrastructures and Market Conduct in
Securities and Derivatives Trading ("FMIO")
amounts to USD 5,000,000 for the USD-
Convertible Bond and EUR 8,000,000 for the
EUR-Convertible Bond.
Citigroup Global Markets Limited, London
Mandated Bank ("Citigroup") was mandated by ams to execute
the repurchase of the Convertible Bonds.
There is a delegation agreement pursuant to
Art. 124 para. 2 lit. a and para. 3 FMIO in
Delegation Agreement place between ams and Citigroup under which
Citigroup independently carries out
repurchases in compliance with defined
parameters.
ams will provide on its website on-going
Publication of the repurchase information on the repurchases carried out
transaction under the repurchase program: https://
ams.com/convertible-bond-buy-back
As per 11 March 2019, ams held directly and
indirectly 3,251,102 ams-Bearer Shares,
which corresponds to 3.85% of ams' voting
rights and share capital. ams did at the
same time not hold any of its own
Convertible Bonds.
Own Shares / Convertible Bonds As per the date of this announcement, ams
disposes with respect to the USD-Convertible
Bond of 1,750 sale rights (with actual
delivery) regarding 3,273,858 (or 3.88%)
ams-Bearer Shares. With respect to the EUR-
Convertible Bonds, ams disposes of 3,000
sale rights (with actual delivery) regarding
4,410,412 (or 5.22%) ams-Bearer Shares.
According to the latest disclosure
notification of the respective shareholders
and shareholder groups, the following
shareholders or shareholder groups hold 3%
Major Shareholders or more of the voting rights and the share
capital of ams (within the meaning of Art.
120 of the Swiss Federal Act on Financial
Market Infrastructures and Market Conduct in
Securities and Derivatives Trading
("FMIA")):
Derivative
Shareholder / Number In % of acquisition-
Shareholder Bearer Votes (AP) or
Group Shares and sale-
Capital positions
(SP)
APG Asset
Management 4,220,991 5.01% -
N.V.
Temasek
Holdings 4,562,465 5.404% --
(Private)
Limited
BlackRock, 2,467,016 3.06% SP 1.63%
Inc.
Massachusetts
Mutual Life 6,668,650 7.90%
Insurance
Company
Schroders plc 2,219,810 3.184% AP 0.008%
ams does not have any knowledge as to
whether these shareholders and shareholder
groups hold Convertible Bonds and intend to
offer them under the repurchase program.
In accordance with the provisions in force,
ams confirms that at the time of the
Non-public information publication of this announcement it has no
non-public information which could
significantly affect the decision of the
owners of Convertible Bonds.
The Takeover Board has rendered on 4 March
2019 in accordance with Chapter 6.2 of the
TOB Circular No. 1 of 27 June 2013 (status
as of 1 January 2016) the following order
(translation from German original):
1. The main request, no. 1 of ams AG is
dismissed.
2. The alternative request, no. 2 of ams
AG is dismissed.
1. The sub-alternative request, no. 3
of ams AG for exemption of the
repurchase of the convertible
bonds issued by ams AG in USD
(ISIN DE000A19PVM4) and in EUR
(ISIN DE000A19W2L5) at market
price up to a maximum amount of
USD 100,000,000 from the
application of the ordinary rules
governing public takeover offers
is granted with all requested
exceptions. The daily repurchases
Order of the Takeover Board by ams AG shall not exceed the
total amount of USD 5,000,000 for
convertible bonds in USD (ISIN
DE000A19PVM4) and EUR 8,000,000
for convertible bonds in EUR (ISIN
DE000A19W2L5).
2. This order will be published on
the website of the Takeover Board
on the day of the publication of
the repurchase announcement.
Should ams AG after the opening of
this order, but before the
publication of the repurchase
announcement, decide to abstain
from the partial repurchase of the
convertible bonds issued by ams AG
in USD (ISIN DE000A19PVM4) and in
EUR (ISIN DE000A19W2L5), it will
be refrained from the publication
of this order.
3. The fee to be paid by ams AG amounts to
CHF 25,000.
Swiss Law (excluding the conflict of laws rules
Applicable Law and Jurisdiction of private international law) / City of Zurich,
Zurich 1, Switzerland
Note: This announcement does not constitute an issue prospectus within the
meaning of Art. 652a or 1156 CO.
This offer is not made in the United States of America and to US persons and may
be accepted only by non-US persons and outside of the United States. Offering
materials with respect to this offer may not be distributed in or sent to the
United States and may not be used for the purpose of solicitation of an offer to
purchase or sell any securities in the United States.
ISIN Securities Number
USD-Convertible Bond DE000A19PVM4 38458485
EUR-Convertible Bond DE000A19W2L5 40669152
Place, Date Premstaetten, 12 March 2019
Further inquiry note:
Moritz M. Gmeiner
Vice President Investor Relations
Tel: +43 3136 500-31211
Fax: +43 3136 500-931211
Email: investor@ams.com
end of announcement euro adhoc
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issuer: ams AG
Tobelbader Strasse 30
A-8141 Premstaetten
phone: +43 3136 500-0
FAX: +43 3136 500-931211
mail: investor@ams.com
WWW: www.ams.com
ISIN: AT0000A18XM4
indexes:
stockmarkets: SIX Swiss Exchange
language: English
Original content of: ams AG, transmitted by news aktuell