IMMOFINANZ AG ("IMMOFINANZ") is offering convertible bonds (the "Bonds") with an offering size of Euro 650 million and an additional increase option of up to Euro 100 million. The company is making use of the authorisation at the general meeting on 27 September 2007. The Bonds, which convey the right to subscribe for a maximum of approximately 77.41 million underlying shares of IMMOFINANZ (based on yesterday’s closing price and assuming an issue size of Euro 750 million), will have a maturity of 10 years, will be issued at 100 per cent of par and redeemable at 123.20 – 129.70 per cent of par at maturity. The shareholders' pre-emptive rights are excluded. The coupon is expected to be 1.25 per cent annually, the yield to maturity in a range of 3.25 and 3.75 per cent annually and the conversion premium between 34 and 39 per cent over the reference share price. The final conversion premium, coupon and yield to maturity as well as the number of underlying shares will be determined at pricing.
IMMOFINANZ intends to use the proceeds from this issue to repay existing bank debt. Following this offering, IMMOFINANZ will have reduced liabilities to banks to an amount of approx Euro 3.5bn in total of which Euro 3.3bn will represent secured debt and Euro 0.2bn will represent unsecured debt and outstanding short term debt will amount to approx. Euro 0.3bn (maturity below 1 year), outstanding medium term debt will amount to approx. Euro 0.9bn (maturity between 1-5 years) and outstanding long term debt (maturity above 5 years) will amount to approx Euro 2.3bn.
During the conversion period, holders of the Bonds will be able to convert into ordinary shares of IMMOFINANZ AG. The Bonds cannot be called by IMMOFINANZ during the first 7 years and thereafter only if the IMMOFINANZ share price multiplied by the principal amount divided by the conversion price exceeds the then applicable accreted principal amount by more than 30 per cent for a certain period of time. Holders of the Bonds will be entitled to require an early redemption of the Bonds the fifth and on the seventh anniversary after the issue date, at the accreted principal amount together with accrued interest. IMMOFINANZ will apply for the Bonds to be included on the unregulated Third Market, a Multipartite Trading Platform (multilaterales Handelssystem) operated by the Vienna Stock Exchange. Settlement and closing are expected on 19 November 2007, the listing of the Bonds is planned on or around 3 December 2007.
The Bonds will be offered solely to institutional investors outside the United States, Canada, Australia or Japan and sales will not be made to U.S., Canadian, Australian or Japanese persons. There will be no public offering of the Bonds. Deutsche Bank AG, J.P. Morgan Securities Ltd. and Merrill Lynch International are acting as joint bookrunners and joint lead managers for the issue and Constantia Privatbank AG is acting as a Co-Lead Manager.
In connection with this offering, J.P. Morgan Securities Ltd., acting as stabilisation manager, may, from the announcement of final terms of the offering, effect transactions with a view to supporting the market price of the bonds 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 J.P. Morgan Securities Ltd. to do this. Such stabilising, if commenced, may be discontinued at any time, and will end no later than 19 December 2007 and will be executed in accordance with Regulation (EU) No. 2273/2003, FSA and Austrian Law.
Margit Hermentin - IR Manager
Bankgasse 2
A-1010 Vienna
Tel.: +43/1/532 06 39-723
E-Mail: m.hermentin@immofinanz.com
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 bonds of the Issuer or the shares of IMMOFINANZ. The distribution of this press release and the offer and sale of the convertible bonds or the shares in certain jurisdictions may be restricted by law. Any persons reading this press release should inform themselves of and observe any such restrictions. A prospectus in accordance with the Prospectus Directive will not be prepared.
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 convertible bonds and the shares of IMMOFINANZ 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, 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 publications with a general circulation in the United States. No offering of the convertible bonds is being made in the United States.
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