SAF-HOLLAND S.A. successfully places EUR 100.2 million convertible bonds due 2020
SAF-HOLLAND S.A. successfully places EUR 100.2 million convertible bonds
due 2020
* Aggregate principal amount: EUR 100.2 million
* Maturity: 12 September 2020
* Convertible into 8.1 million ordinary shares of SAF-HOLLAND, conversion
premium: 20%
* Interest rate: 1.00% p.a.
Luxembourg, September 5, 2014 - SAF-HOLLAND S.A., listed on the SDAX index,
successfully placed senior, unsecured convertible bonds (ISIN DE000A1ZN7J4
/ WKN A1ZN7J) in an aggregate principal amount of EUR 100.2 million with
institutional investors with substantial over-subscription just a few hours
after the start of the private placement via an accelerated bookbuilding.
The convertible bonds issued at 100% of their nominal value with a
denomination of EUR 100,000 per convertible bond are initially convertible
into 8.1 million new or existing ordinary shares of SAF-HOLLAND S.A. with a
par value of EUR 0.01, representing approx. 17.8% of SAF-HOLLAND S.A.'s
current outstanding share capital. The pre-emptive rights of existing
shareholders have been excluded. The proceeds from the issuance of the
convertible bond will be used to refinance existing financial indebtedness
and for general corporate purposes. The convertible bonds have an annual
interest rate of 1.00%, payable semi-annually in arrears, and a final
maturity in 6 years, on September 12, 2020. The first interest payment
installment of the semi-annual payment will be made on March 12, 2015. The
initial conversion price amounts to EUR 12.3706 which represents a
conversion premium of 20% above the applicable reference share price.
"We are very pleased that the convertible bonds have been met with such
strong interest of the capital markets and that the transaction was closed
only within hours. This is a proof of the investor's confidence into the
strength of SAF-HOLLAND S.A.. With the successful placement of the
convertible bonds, we are now able to even further optimize our financing
costs", said Wilfried Trepels, CFO of SAF-HOLLAND S.A..
The convertible bonds have been placed solely to institutional investors in
certain jurisdictions via a private placement. The convertible bonds are
expected to be issued by SAF-HOLLAND S.A. on or around September 12, 2014
and are to be included in the trading on the non-regulated open market
segment (Freiverkehr) of the Frankfurt Stock Exchange.
Citigroup Global Markets Limited and COMMERZBANK Aktiengesellschaft acted
as Joint Bookrunners. IKB Deutsche Industriebank AG acted as Co-Lead
Manager and advisor.
Company Profile
With sales of approximately EUR 860 million in 2013 and more than 3,000
employees, SAF-HOLLAND S.A. is one of the world's leading manufacturers and
suppliers of premium product systems and components primarily for trailers
as well as trucks, buses and recreational vehicles. The product range
encompasses trailer axle systems and suspension systems, coupling devices,
kingpins, and landing legs, among other things. SAF-HOLLAND sells its
products on six continents to Original Equipment Manufacturers (OEMs) in
the replacement parts market and, in the aftermarket business, to the OEM's
Original Equipment Suppliers (OESs), as well as by means of a global
service and distribution network. SAF-HOLLAND also sells its products to
end users and service centers using this network. SAF-HOLLAND has therefore
established itself as one of the few manufacturers in its sector that is
internationally positioned with an extensive product range and a broad
service network. SAF-HOLLAND S.A. is listed in the Prime Standard of the
Frankfurt Stock Exchange and is a component of the SDAX index (ISIN:
LU0307018795).
Important information
This publication may not be published, distributed or transmitted, directly
or indirectly, in the United States (including its territories and
possessions), Canada, Australia or Japan or any other jurisdiction in which
offers or sales would be prohibited by applicable law. The distribution of
this announcement may be restricted by law in certain jurisdictions and
persons into whose possession this 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 publication does not constitute an offer of securities for sale, an
offer to purchase any securities or a solicitation of an offer to purchase
securities in the United States, Germany or any other jurisdiction. 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 securities mentioned herein (including the
convertible bonds and the SAF-HOLLAND S.A. shares to be delivered at
conversion) may not be offered or sold in the United States absent
registration or an exemption from registration under the U.S. Securities
Act of 1933, as amended. SAF-HOLLAND S.A. does not intend to register any
portion of any offering of its securities in the United States or to
conduct an offering of its securities in the United States.
In the United Kingdom, this publication is only being distributed to and 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 is directed only at
Relevant Persons and must not be acted on or relied on 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 which have implemented the
Prospectus Directive (each, a "Relevant Member State"), this publication
and any offer if made subsequently is directed exclusively at persons who
are "qualified investors" within the meaning of the Prospectus Directive.
For these purposes, the expression "Prospectus Directive" means Directive
2003/71/EC (and amendments thereto, including the 2010 PD Amending
Directive, to the extent implemented in a Relevant Member State), and
includes any relevant implementing measure in the Relevant Member State and
the expression "2010 PD Amending Directive" means Directive 2010/73/EU.
No action has been taken that would permit an offering of the securities or
possession or distribution of this announcement in any jurisdiction where
action for that purpose is required. Persons into whose possession this
announcement comes are required to inform themselves about and to observe
any such restrictions.
In connection with any offering of the convertible bonds, COMMERZBANK
Aktiengesellschaft and Citigroup Global Markets Limited (together, the
"Joint Bookrunners") and any of their respective affiliates acting as an
investor for their own account may take up as a proprietary position any
convertible bonds and in that capacity may retain, purchase or sell for
their own account such convertible bonds. In addition any of the Joint
Bookrunners or its affiliates may enter into financing arrangements and
swaps with investors in connection with which such Joint Bookrunner (or its
affiliates) may from time to time acquire, hold or dispose of the
convertible bonds. The Joint Bookrunners do not intend to disclose the
extent of any such investment or transactions otherwise than in accordance
with any legal or regulatory obligation to do so.
The Joint Bookrunners are acting on behalf of SAF-HOLLAND S.A. and no one
else in connection with any offering of the convertible bonds and will not
be responsible to any other person for providing the protections afforded
to clients of the respective Joint Bookrunners nor for providing advice in
relation to any offering of the convertible bonds.
Contact:
SAF-HOLLAND GmbH
Claudia Hoellen
Hauptstraße 26
63856 Bessenbach
Phone +49 6095 301-617
claudia.hoellensafholland.de