Heidelberger Druckmaschinen AG Offers an Approximately Euro 260 Million Seven Year Convertible Bond
02/02/2005
Not for release in the U.S., Canada, Australia or Japan.
Heidelberger Druckmaschinen AG (Heidelberg), the world's leading
solution provider for the print media industry and global leader in
sheetfed printing presses, announces the launch of an approximately
260 million Euro convertible bond offering (with an over-allotment
option of up to additional 20 million Euro exercisable until
February 7, 2005).
The bond will have a maturity of seven years and is being
offered with a coupon of 0.875 percent, a yield to maturity of
2.625 percent to 3.125 percent and a conversion premium
of 50 percent to 55 percent. The conversion premium and yield
to maturity will be set at final pricing.
The offering allows Heidelberg to benefit from the attractive
opportunities available in the capital markets to increase its
general flexibility in financing.
The bond will be issued through Heidelberg International
Finance B.V. and will be guaranteed by Heidelberg. The bond cannot
be called for the first 4 years, and is callable thereafter subject
to a 130 percent trigger. Holders have an option to redeem the
bond at the fifth anniversary. Heidelberg will apply for the
listing of the bond on the Luxembourg Stock Exchange, listing is
expected to occur in March 2005.
The bond will be offered exclusively to institutional
investors outside the US (in reliance on Regulation S under the
U.S. Securities Act of 1933, as amended). Deutsche Bank and
JPMorgan are Joint Bookrunners of the offering.
In connection with this offering, Deutsche Bank AG, acting as
stabilization manager, may, from the announcement of final terms of
the offering, over-allot or effect transactions with a view to
supporting the market price of the bond at a level higher than that
which might otherwise prevail for a limited period after the issue
date. However, there may be no obligation on Deutsche Bank AG to do
this. Such stabilizing, if commenced, may be discontinued at any
time, and will end no later than February 9, 2005.
(Stabilization/FSA)
For further information:
Heidelberger Druckmaschinen AG
Corporate Communications
Thomas Fichtl
Tel.: +49 (0)6221 92 47 47
Fax: +49 (0)6221 92 50 69
E-Mail:
thomas.fichtl@heidelberg.com
Important Note
This press release is for information purposes only and
is not an offer to sell, or the solicitation of an offer to buy,
any securities. In connection with this transaction there has not
been, nor will there be, any public offering of the convertible
bond of Heidelberg International Finance B.V. The distribution of
this press release and the offer and sale of the bond in certain
jurisdictions may be restricted by law. Any persons reading this
press release should inform themselves of and observe any such
restrictions.
This press release does not constitute an offer to sell or a
solicitation of an offer to purchase any securities in the United
States. The securities referred to herein (including the bond, the
shares of Heidelberger Druckmaschinen AG and the guarantee issued
by Heidelberger Druckmaschinen AG) have not been and will not be
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 or to or for the account of benefit of U.S. persons, except
in a transaction not subject to or pursuant to an applicable
exemption from the registration requirements of the Securities Act.
This press release and the information contained herein may not be
distributed or sent into the United States of America and should
not be distributed to U.S. persons or publications with a general
circulation in the United States. No offering of the bond is being
made in the United States.
No action has been or will be taken in the Federal Republic
of Germany that would permit a public offering of the bond, or
distribution of a prospectus or any other offering material
relating to these securities. In particular, no sales prospectus
(Verkaufsprospekt) within the meaning of the German Securities
Selling Prospectus Act (Wertpapier-Verkaufsprospektgesetz) (the
"German Securities Selling Prospectus Act") has been or
will be published within the Federal Republic of Germany.
Accordingly, any offer or sale of the bond within the Federal
Republic of Germany may only be made based on an exemption from the
prospectus publication requirement under the German Securities
Selling Prospectus Act.
This press release is only being distributed to and is only
directed at (i) persons who are outside the United Kingdom or (ii)
to investment professionals falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2001 (all such persons together being referred to as "relevant
persons"). The bond is only available to, and any invitation, offer
or agreement to subscribe, purchase or otherwise acquire interests
in the bond will be engaged in only with, relevant persons. Any
person who is not a relevant person should not act or rely on this
press release or any of its contents.
This press release contains forward-looking statements based
on assumptions and estimations by the Management Board of
Heidelberger Druckmaschinen Aktiengesellschaft. Even though the
Management Board is of the opinion that those assumptions and
estimations are realistic, the actual future development and
results may deviate substantially from these forward-looking
statements due to various factors, such as changes in the
macro-economic situation, in the exchange rates, in the interest
rates and in the print media industry. Heidelberger Druckmaschinen
Aktiengesellschaft gives no warranty and does not assume liability
for any damages in case the future development and the projected
results do not correspond with the forward-looking statements
contained in this press release.
Print Version