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Disclosure of inside information pursuant to Article 17 para. 1 of the Regulation (EU) No. 596/2014 on market abuse (Market Abuse Regulation)
DO & CO Aktiengesellschaft to launch convertible bonds due 2026 in an aggregate principal amount of up to EUR 100 million
- Issue volume of up to EUR 100 million
- Coupon: 1.50-2.00% p.a.
- Conversion premium: 30.00-35.00%
- Five-year maturity
- The net proceeds from the issue of the bonds will be used to further develop the business organically and inorganically and to maintain the liquidity of DO & CO-Group
Vienna, January 21, 2021 - The Management Board of DO & CO Aktiengesellschaft (the "Company") resolved today, with the approval of the Company's Supervisory Board, to launch the offering of senior unsecured convertible bonds due January 2026 in an aggregate principal amount of up to EUR 100 million (the "Bonds").
The net proceeds from the issue of the Bonds will be used to further develop the business organically and inorganically and to maintain the liquidity of DO & CO-Group.
The Bonds in an aggregate principal amount of up to EUR 100 million and a denomination of EUR 100,000 per Bond will be convertible into newly issued or existing ordinary bearer shares of the Company with no par value (the "Ordinary Shares") or may be repaid in cash under exceptional circumstances, as set out in the terms and conditions of the Bonds. For the purpose of such conversion, the Company may issue up to 1,350,000 new shares, representing up to approx. 12.17% of the Company's share capital after such issuance. The Company is using an authorization from its extraordinary general meeting on January 15, 2021 for the issuance of the Bonds, which provides for an exclusion of the shareholders' subscription rights (Bezugsrechte) to the Bonds to be issued.
The Bonds will be issued and redeemed at 100% of their principal amount. The conversion premium will be between 30.0% and 35.0% above the reference share price, being the VWAP (volume weighted average price) of the Ordinary Shares on the Vienna Stock Exchange on January 21, 2021 between launch and pricing of the Bonds. The coupon is expected to be between 1.50% and 2.00% p.a., payable semi-annually in arrear.
The final terms of the Bonds are expected to be announced later today through a separate announcement. The settlement of the Bonds is expected to take place on or around January 28, 2021 (the "Settlement"). The Company intends to arrange for the inclusion of the Bonds to trading on the Vienna MTF, a multilateral trading facility of the Vienna Stock Exchange, after the Settlement.
The Company will have the option to redeem all, but not some only, of the outstanding Bonds at their principal amount (plus accrued but unpaid interest) in accordance with the terms and conditions of the Bonds (i) upon expiry of a period of more than three years after the Settlement, 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 Bonds remains outstanding.
The Bonds will be placed in an accelerated bookbuilding only to institutional investors outside the United States of America in reliance on Regulation S under the U.S. Securities Act of 1933, as amended, as well as outside of Australia, Canada, Japan and any other jurisdiction in which offers or sales of the Bonds would be prohibited by applicable law.
The Company has agreed, subject to certain customary exceptions, to a lock-up period of 90 days after the Settlement.
In January/March 2020, the Company has signed unsecured loans in a total amount of EUR 300 million with an average term of five years with certain Austrian banks (the "Lending Banks") partially supported by the Republic of Austria via Oesterreichische Kontrollbank AG. The Lending Banks grant a waiver with regard to the compliance with the agreed financial covenant for the next testing date on which compliance with such financial covenant is tested based on the full year financials for the fiscal year ending March 31, 2021. The Bonds will rank pari passu with these loans.
DO & CO Aktiengesellschaft
Mag. Maximilian Nausch
Group Legal Department
Tel. +43 (1) 535 0644 1010, Fax +43 (1) 74000 1089
This announcement may not be published, distributed or transmitted, directly or indirectly, in the United States of America (including its territories and possessions), Australia, Canada, Japan, South Africa or any other jurisdiction where such announcement could be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons who are in possession of this document or other information referred to herein should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not constitute an offer of, or a solicitation of an offer to purchase, securities of the Company or of any of its subsidiaries in the United States of America, Germany or any other jurisdiction. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, an offer in any jurisdiction. The securities offered will not be and have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act.
In the United Kingdom, this announcement is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc. (all such persons together being referred to as "Relevant Persons")). This document must not be acted on, or relied upon, by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
In member states of the European Economic Area the placement of securities described in this announcement is directed exclusively at persons who are "qualified investors" with-in the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (Prospectus Regulation).
The Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a "Retail Investor" means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MIFID II; (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of article 4(1) of MIFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Bonds or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Bonds or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
The Bonds are not intended, to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the Unit-ed Kingdom ("UK"). For the purposes of this provision the expression "retail investor" means a person who is one (or more) of the following: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of the Prospectus Regulation as it forms part of domestic law by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been pre-pared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
No action has been taken that would permit an offering or an acquisition of the securities or a distribution of this announcement in any jurisdiction where such action would be un-lawful. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.
This announcement does not constitute a recommendation concerning the placement. Investors should consult a professional advisor as to the suitability of the placement for the person concerned.
This release may contain forward looking statements, estimates, opinions and projections with respect to anticipated future performance of the Company ("forward-looking statements"). These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes," "estimates," "anticipates," "expects," "intends," "may," "will" or "should" or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current views, expectations and assumptions of the management of the Company and involve significant known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Forward-looking statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Any forward-looking statements included herein only speak as at the date of this release. We undertake no obligation, and do not expect to publicly update, or publicly revise, any of the information, forward-looking statements or the conclusions contained herein or to reflect new events or circumstances or to correct any inaccuracies which may become apparent subsequent to the date hereof, whether as a result of new information, future events or otherwise. We accept no liability whatsoever in respect of the achievement of such forward-looking statements and assumptions.
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