DGAP-News: Celesio AG / Key word(s): Bond Celesio AG: Notice to the Holders of the 2.50% Convertible Bonds due 7 April 2018 of Celesio Finance B.V.Guaranteed by Celesio AG 28.01.2014 / 17:37 --------------------------------------------------------------------- Notice to the Holders of the 2.50% Convertible Bonds due 7 April 2018 of Celesio Finance B.V. Guaranteed by Celesio AG (ISIN DE000A1GPH50, WKN A1GPH5) Celesio AG and Celesio Finance B.V. hereby give notice that a change of control (Change of Control) pursuant to the terms and conditions (Terms and Conditions) of its 2.50% convertible bonds due 7 April 2018 (ISIN DE000A1GPH50, WKN A1GPH5) (Convertible Bonds) has occurred. The Control Record Date pursuant to § 11 (d) of the Terms and Conditions is 10 March 2014. The adjusted Conversion Price pursuant to § 11 (c) of the Terms and Conditions is 19.05 euro. Celesio wants to make holders of Convertible Bonds aware that one or more further Changes of Control pursuant to the Terms and Conditions may occur until the Control Record Date. On 23 January 2014 Franz Haniel & Cie. GmbH (Haniel) announced that it had acquired 75.99% of the shares in Celesio AG on 22 January 2014. Pursuant to § 11 (d) of the Terms and Conditions of the Convertible Bonds, a Change of Control has therefore occurred. As a consequence of the Change of Control, holders of Convertible Bonds may either redeem their Convertible Bonds early or exercise their right of conversion on the basis of the adjusted Conversion Price. In order to redeem the Convertible Bonds early, holders must give notice at least 10 days before 10 March 2014 pursuant to the Terms and Conditions and declare all or some of their Convertible Bonds due. In such case, the Convertible Bonds will be redeemed on 10 March 2014 at the Principal Amount plus interest accrued until but excluding 10 March 2014 to those holders who validly terminated their Convertible Bonds. To, alternatively, exercise the conversion right on the basis of the adjusted Conversion Price, holders must, pursuant to the Terms and Conditions, deliver a conversion notice as well as the corresponding Convertible Bonds on or before 10 March 2014 to the principal conversion agent, BNP Paribas Securities Services S.C.A., Europa-Allee 12, 60327 Frankfurt, Germany, via their respective custodian bank. A template for such notice is available from BNP Paribas Securities Services S.C.A. via the respective holder's custodian bank. Upon the exercise of the conversion right, the settlement shares will be transferred as soon as practicable thereafter. Fractions of settlement shares will be compensated in cash. The settlement shares will be delivered from a conditional capital of Celesio AG. The conditional capital that Celesio AG has provided to settle the Convertible Bonds has a capacity of 17,010,000 shares. Insofar as Celesio AG is unable to issue shares from conditional capital, it will pay the holder a cash amount in euro in lieu of the delivery of settlement shares pursuant to the Terms and Conditions. Celesio AG will notify the holder who has delivered a conversion notice no later than on the second business day after the valid exercise of the conversion right whether and to what extent it will effect a cash payment. Stuttgart/Amsterdam, 28 January 2014 Celesio AG Celesio Finance B.V. End of Corporate News --------------------------------------------------------------------- 28.01.2014 Dissemination of a Corporate News, transmitted by DGAP - a company of EQS Group AG. The issuer is solely responsible for the content of this announcement. 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: Celesio AG Neckartalstr. 155 70376 Stuttgart Germany Phone: +49 (0)711 5001-735 Fax: +49 (0)711 5001-740 E-mail: [email protected] Internet: www.celesio.com ISIN: DE000CLS1001 WKN: CLS100 Indices: MDAX Listed: Regulierter Markt in Berlin, Düsseldorf, Frankfurt (Prime Standard), München, Stuttgart; Freiverkehr in Hamburg, Hannover; Terminbörse EUREX End of News DGAP News-Service --------------------------------------------------------------------- 249903 28.01.2014