Not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada or Japan or any other jurisdiction in which the distribution or release would be unlawful.
MTU Aero Engines AG launches new convertible bond offering and solicits offers from investors to sell the outstanding convertible bonds due 2023 (ISIN DE000A2AAQB8)
Munich, 10 September 2019: The executive board of MTU Aero Engines AG (the "Company"), with the approval of the Company's supervisory board, resolved today on the concurrent launch of the following transactions:
- The offering of senior, unsecured convertible bonds in an aggregate principal amount of EUR 500 million, maturing in March 2027 (the "New Convertible Bonds")
- The invitation to holders of the outstanding senior, unsecured convertible bonds due 2023 with an outstanding aggregate nominal amount of EUR 500 million, ISIN DE000A2AAQB8 (the "Outstanding Convertible Bonds") to submit offers to sell for cash up to EUR 275 million in aggregate principal amount of Outstanding Convertible Bonds via a modified Dutch auction procedure (the "Invitation to Sell")
The contemplated transactions aim to optimise the company's capital structure through the partial early refinancing of the Outstanding Convertible Bonds. The issue of the New Convertible Bonds will enable MTU Aero Engines AG to extend its debt maturity profile. The proceeds of the New Convertible Bonds will be used to finance the partial repurchase of the Outstanding Convertible Bonds in connection with the Invitation to Sell and for general corporate purposes.
Once the contemplated transactions are completed, the potential net dilution relating to convertible instruments will be reduced significantly while being delayed at the same time. Overall, this exercise will give the Company time to further improve its cash conversion rate for the continuation of its cash deployment strategy and optimisation of its capital structure.
New Convertible Bonds
The New Convertible Bonds will have an aggregate principal amount of EUR 500 million and will be convertible into new and/or existing no-par value ordinary registered shares of the Company (the "Ordinary Shares"). The Company is using an authorisation from its annual general meeting in 2019 for the issuance of the New Convertible Bonds. The shareholders' subscription rights will be excluded.
The New Convertible Bonds will have a maturity of 7.5 years and will be issued in a denomination of EUR 100,000 each. The New Convertible Bonds will bear a fixed coupon of 0.05% per annum, payable annually in arrear. The New Convertible Bonds are expected to be issued at a price of between 101.50% and 104.50%, implying a yield to maturity between -0.54% and -0.15%, and a conversion premium between 50% and 60% above the reference share price (being the average of the daily volume-weighted average prices of the no-par value ordinary registered shares of the Company on XETRA on 11, 12 and 13 September 2019).
The final terms of the New Convertible Bonds are expected to be announced later today through a separate press release, and settlement is expected to take place on or around 18 September 2019. The inclusion of the New Convertible Bonds in the open market segment (Freiverkehr) of the Frankfurt Stock Exchange is expected shortly thereafter.
The Company will have the option to redeem the New Convertible Bonds at their principal amount (plus accrued but unpaid interest) in accordance with the terms and conditions of the New Convertible Bonds at any time (i) on or after 8 April 2025 if the price of the Ordinary Shares is equal to or exceeds 130% of the then prevailing conversion price over a specified period or (ii) if 20% or less of the aggregate principal amount of the New Convertible Bonds originally issued remains outstanding.
The New Convertible Bonds will be offered by way of an accelerated bookbuilding to institutional investors outside the United States of America (the "United States") in reliance on Regulation S (Category 1) under the United States Securities Act of 1933 as amended, as well as outside of Australia, Japan and any other jurisdiction in which offers or sales of the New Convertible Bonds would be prohibited by applicable law.
Invitation to Sell
The Company invites eligible holders of the Outstanding Convertible Bonds to make offers to sell for cash via a modified Dutch auction procedure. The Company intends to accept offers to sell up to an amount of EUR 275 million in aggregate principal amount of the Outstanding Convertible Bonds. EUR 500 million in aggregate principal amount of the Outstanding Convertible Bonds remained outstanding as at 5:30 p.m. CEST on 9 September 2019.
The purchase price per EUR 100,000 nominal amount of the Outstanding Convertible Bonds will be between EUR 203,500 and EUR 204,250 (the "Initial Purchase Price"), adjusted based on the average of the daily volume-weighted average prices of the no-par value ordinary registered shares of the Company on XETRA on 11, 12 and 13 September 2019 (the "Final Purchase Price"). In addition, the Company will pay interest accrued on the Outstanding Convertible Bonds from and including the immediately preceding interest payment date to but excluding the settlement date of the Invitation to Sell, which amounts to EUR 42.69 per Bond.
The Initial Purchase Price and the total number of the Outstanding Convertible Bonds expected to be acquired will be determined via a modified Dutch auction procedure closing on 11 September 2019 at 7:00 a.m. CEST. The Final Purchase Price will be calculated pursuant to a formulaic adjustment further described in the Invitation to Sell term sheet. Settlement is expected to occur on or around 19 September 2019.
The Company will decide in its sole discretion whether, to what extent and at what price it will repurchase Outstanding Convertible Bonds.
The Invitation to Sell is not being made, directly or indirectly, in or into the United States by use of the mails or by any means or instrumentality (including, without limitation, e-mail, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or of any facility of a national securities exchange of the United States and the Invitation to Sell cannot be accepted by any such use, means, instrumentality or facility or from within the United States. The Invitation to Sell is not open to any persons located or resident in the United States or that are otherwise U.S. Persons (within the meaning of Regulation S under the U.S. Securities Act of 1933, as amended), or persons acting for the account or benefit of any such persons, or in any other jurisdiction where the Invitation to Sell or any participation therein would be unlawful.
HSBC and UniCredit Bank AG are acting as Joint Global Coordinators and Joint Bookrunners for the offering of the New Convertible Bond and as Joint Dealer Managers on the Invitation to Sell.
Eckhard Zanger Markus Wölfle
Senior Vice President Director Corporate Communications
Corporate Communications and Public Affairs
Tel.: + 49 (0)89 14 89-91 13 Tel.: +49 (0)89 14 89-83 02
Mobile: + 49 (0) 176-1000 6158 Mobile: +49 (0) 151-1741 5084
Email: [email protected] Email: [email protected]
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH, OR TO PERSONS IN ANY JURISDICTION TO WHOM, SUCH DISTRIBUTION WOULD BE UNLAWFUL
This release is for information purposes only and does not constitute, contain or form part of, and should not be construed as, an offer or an invitation to sell, or issue or the solicitation of any offer to buy or subscribe for, any securities. In connection with this transaction there has not been, nor will there be, any public offering of the New Convertible Bonds. No prospectus will be prepared in connection with the offering of the New Convertible Bonds. The New Convertible Bonds may not be offered to the public in any jurisdiction under circumstances which would require the issuer of the New Convertible Bonds to prepare or register any prospectus or offering document relating to the New Convertible Bonds in such jurisdiction.
The distribution of this release and the offer and sale of the New Convertible Bonds in certain jurisdictions may be restricted by law. Any persons reading this release should inform themselves of and observe any such restrictions.
This release does not constitute an offer to sell or a solicitation of an offer to purchase any securities in the United States. Any securities referred to herein 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 absent registration or an applicable exemption from registration or in a transaction not subject to the registration requirements of the Securities Act. There will be no offering of the New Convertible Bonds in the United States. This release and the information contained herein 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 publications with a general circulation in the United States. The New Convertible Bonds are being offered and sold outside the United States only in reliance on Regulation S under the Securities Act.
In the United Kingdom, this release is only being distributed to and is only directed at (i) persons 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 (the "Order") and (ii) high net worth entities falling within Article 49(2) of the Order and (iii) persons to whom it would otherwise be lawful to distribute it (all such persons together being referred to as "Relevant Persons"). Any investment or investment activity to which this document relates are only available to, and will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this release or any of its contents.
MiFID II professionals/ECPs-only/No PRIIPs KID - Manufacturer target market (MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in the EEA.
10.09.2019 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.
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