Kortrijk, Belgium, 16-6-2014 — /EuropaWire/ — NV Bekaert SA (“Bekaert” or, the “Company”) announces today the successful placement of 0.75% senior unsecured convertible bonds due June 2018 (the “Bonds”), for a principal amount of € 300 million.
Payment for and delivery of the Bonds are expected to take place on or about 18 June 2014. The payment and delivery are subject to conditions precedent customary for this type of transaction.
The Bonds will be issued at 100% of their principal amount and have a coupon of 0.75% per annum. The conversion price of € 37.06 per share has been set at a premium of 32.5% over the reference share price of € 27.9704, being the volume weighted average price of the Company’s ordinary shares on Euronext Brussels from launch to pricing.
The Bonds have been offered to institutional investors only, outside the United States of America – in accordance with Regulation S under the Securities Act – and outside Canada, Australia, South Africa and Japan.
The Company has agreed (subject to certain customary exceptions) not to issue or dispose of ordinary shares, convertible bonds or related securities during a period of 90 days after the closing of the Offering.
Application will be made for the Bonds to be admitted to trading on the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange no later than three months following the closing date of the transaction.
BNP Paribas Fortis and J.P. Morgan Securities plc acted as Joint Global Coordinators and Joint Bookrunners.
Bruno Humblet, Chief Financial Officer of Bekaert, said: “We are extremely pleased with the result of today’s Offering. The successful placement of the convertible bonds is a continuation of Bekaert’s prudent financial strategy to ensure we diversify our funding sources at attractive conditions. The proceeds from the offering will be used to diversify the company’s funding sources, strengthen its balance sheet as well as to fund its future growth, consistently with its strategy.”
Bekaert (www.bekaert.com) is a world market and technology leader in steel wire transformation and coatings. Bekaert (Euronext Brussels: BEKB) is a global company with headquarters in Belgium, employing 27 000 people worldwide. Serving customers in 120 countries, Bekaert pursues sustainable profitable growth in all its activities and generated combined sales of € 4.1 billion in 2013.
Bekaert is providing the information in this press release as of this date and does not undertake any obligation to update any forward-looking statements contained in this press release in light of new information, future events or otherwise. Bekaert disclaims any liability for statements made or published by third parties and does not undertake any obligation to correct inaccurate data, information, conclusions or opinions published by third parties in relation to this or any other press release issued by Bekaert.
THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE PROHIBITED BY APPLICABLE LAW
This announcement is for general information only and does not constitute an offer to sell or the solicitation of an offer to buy any securities or the Bonds. This distribution of this announcement and the offer and sale of the Bonds referred to herein may be restricted by law in certain jurisdictions. This announcement is not for distribution, directly or indirectly, in the United States of America, Australia, Canada, Japan, South Africa or any other jurisdiction where to do so would be prohibited by applicable law. Any persons reading this announcement should inform themselves of and observe any such restrictions.
There shall be no offer, solicitation or sale of any securities or the Bonds, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.
The Bonds and the Company’s shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended from time to time (the “U.S. Securities Act”), and the Bonds and the Company’s shares may not be offered or sold in the United States or to U.S. persons (as these terms are defined in Regulation S under the U.S. Securities Act) unless these securities are registered under the U.S. Securities Act, or an exemption from the registration requirements of the U.S. Securities Act is available. Bekaert has not registered, and does not intend to register, any portion of the offering of the above securities in the United States, and does not intend to conduct a public offering of securities in the United States.
In Member States of the European Economic Area, the Bonds are being offered only to qualified investors within the meaning of Directive 2003/71/EC, as amended (together with any applicable implementing measures in any Member State, the “Prospectus Directive”), in accordance with the respective regulations of each Member State in which the Bonds are being offered.
This communication is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The Bonds are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Bonds will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
This announcement cannot be used as a basis for any investment agreement or decision.
The Company is not liable if the aforementioned restrictions are not complied with by any person.
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