NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA, OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES OF THE SECURITIES WOULD BE PROHIBITED BY APPLICABLE LAW.
Ad-hoc Announcement: Bechtle AG launches offering of up to €300 million convertible bonds
Neckarsulm, 30 November 2023 – The Management Board of Bechtle AG resolved today, with the consent of the Supervisory Board, to offer unsecured, unsubordinated bonds in an aggregate principal amount of up to €300 million, ISIN: DE000A382293 (the Convertible Bonds) convertible into new and/or existing no-par value ordinary shares of Bechtle AG only to institutional investors outside the United States of America by way of an accelerated bookbuilding. The pre-emptive rights (Bezugsrechte) of existing shareholders of Bechtle AG to subscribe to the Convertible Bonds will be excluded.
The Convertible Bonds in the denomination of €100,000 each will be issued and redeemed at 100 per cent of their principal amount and will have a maturity of seven years.
The Convertible Bonds are expected to bear interest at a rate of between 1.75 per cent and 2.25 per cent p.a.
The initial conversion price is expected to be set at a premium of between 30 per cent and 35 per cent above the reference share price. The reference share price is expected to be equal to the share price determined in a concurrent placement of existing shares from hedging transactions of individual convertible bond investors.
Bechtle AG will have the option to redeem all, but not some only, of the Bonds at their principal amount (plus accrued interest) (i) on or after 11 January 2029 at any time if the price of the Bechtle Share is equal to or exceeds 130 per cent of the then prevailing conversion price over a specific period or (ii) at any time if 20 per cent or less of the aggregate principal amount of the Convertible Bonds originally issued remains outstanding.
Holders of the Convertible Bonds will be entitled to require the early redemption of their Convertible Bonds at their principal amount (plus accrued interest) on 8 December 2028.
The final terms of the Convertible Bonds will be determined based on the offering that will start immediately.
Bechtle intends to use the net proceeds from the Convertible Bonds to fund further growth in Germany and abroad—including through acquisitions—as well as for general corporate purposes.
As part of the transaction, Bechtle AG will be subject to a 90-day lock-up after the Closing Date, subject to customary exemptions and waiver by the syndicate banks.
Contact
Bechtle AG
Investor Relations
Martin Link
Phone: +49 7132 981-4149
E-mail: martin.link@bechtle.com
Important Notice
This announcement is an advertisement and not a prospectus and not an offer of securities for sale in or into any jurisdiction, including the United States, Australia, Canada, Japan or South Africa or any jurisdiction in which offers or sales of the securities would be prohibited by applicable law. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction.
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. No prospectus will be prepared in connection with the offering of the securities referred to herein. The securities referred to herein may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the securities referred to herein in such jurisdiction.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions), Australia, Canada, Japan or South Africa or any other jurisdiction where such announcement could be unlawful. The distribution of this announcement and the offer and sale of the securities referred to herein may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not contain or constitute or form part of, and should not be construed as, an offer or invitation to sell, or the solicitation of an offer to buy or subscribe for, any securities to any person in the United States, Australia, Canada, Japan or South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended or the laws of any state within the United States or under the applicable securities laws of Australia, Canada, Japan or South Africa, and may not be offered or sold in the United States, unless registered under the Securities Act or offered and sold in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, Japan or South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or South Africa. There will be no public offer of the securities referred to herein in the United States, Australia, Canada, Japan or South Africa.
This announcement and the offer, when made, in member states of the European Economic Area (EEA) or in the United Kingdom (UK), are only addressed to and directed at persons who are "qualified investors" as defined in the Prospectus Regulation (Qualified Investors). For these purposes, the expression "Prospectus Regulation" means Regulation EU 2017/1129 and Regulation EU 2017/1129 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 (the EUWA), in each case as amended.
In the UK, this announcement is directed only at, Qualified Investors (i) who have professional experience in matters relating to investments falling within Article19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the Order), (ii) who fall within Article 49(2)(a) to (d) of the Order, or (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). This announcement must not be acted on or relied on (i) in the UK, by persons who are not relevant persons, and (ii) in any member state of the EEA, by persons who are not Qualified Investors.
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (MiFID II); (b) Articles 9 and 10 of Commission Delegated Directive EU 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the MiFID II Product Governance Requirements), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Convertible Bonds have been subject to a product approval process, which has determined that: (i) the target market for the Convertible Bonds is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Convertible Bonds to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Convertible Bonds (a distributor) should take into consideration the manufacturer's target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Convertible Bonds (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels. The target market assessment is without prejudice to the requirements of any contractual or legal selling restrictions in relation to any offering of the Convertible Bonds and/or the underlying shares. For the avoidance of doubt, the target market assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MIFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any action whatsoever with respect to the Convertible Bonds.
The Convertible 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 or the UK. For these purposes, a "retail investor" means (a) in the EEA, 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; or (iii) not a Qualified Investor as defined in the Prospectus Regulation and (b) in the UK, a person who is one (or more) of (i) a retail client within the meaning of Regulation EU 2017/565 as it forms part of UK domestic law by virtue of the EUWA or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 of the UK (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 600/2014 as it forms part of UK domestic law by virtue of the EUWA. Consequently, no key information document required by Regulation EU 1286/2014 (the EU PRIIPs Regulation) or the EU PRIIPs Regulation as it forms part of UK domestic law by virtue of the EUWA (the UK PRIIPs Regulation) for offering or selling the Convertible Bonds or otherwise making them available to retail investors in the EEA or the UK has been prepared and therefore offering or selling the Convertible Bonds or otherwise making them available to any retail investor in the EEA or the UK may be unlawful under the EU PRIIPs Regulation and/or the UK PRIIPs Regulation.
This announcement may include statements that are, or may be deemed to be, "forward‐looking statements". These forward‐looking statements may be identified by the use of forward‐looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward‐looking statements may and often do differ materially from actual results. Any forward‐looking statements reflect the Issuer's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to its business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward‐looking statements speak only as of the date they are made.
The Issuer and its affiliates expressly disclaim any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.
No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change.
The date of admission of the Convertible Bonds to trading may be influenced by things such as market conditions. There is no guarantee that admission will occur and you should not base your financial decisions on the Issuer's intentions in relation to admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Convertible Bond offering. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Convertible Bonds offering for the person concerned.
Ad-hoc Announcement