Convertible Bonds
The executive board of
The Bonds will be offered by way of an accelerated bookbuilding process exclusively to institutional investors outside
The Bonds in the denomination of
The Company may redeem all, but not some only, of the Bonds outstanding of the relevant Series at their principal amount plus accrued interest (i) if the price of the Shares is equal to or exceeds 130% of the prevailing conversion price within a certain period, or (ii) if at any time the aggregate principal amount of the Bonds of the relevant Series outstanding has fallen to 20% or less of the aggregate principal amount of the Bonds of the relevant Series originally issued.
The final terms of the Bonds are expected to be announced later today through a separate press release, and settlement is expected to take place on or around
Use of Proceeds
The Company intends to use the net proceeds from the issue of the Bonds to finance a significant share of the intended acquisition of
The Company has agreed to a lock-up of 90 calendar days after the settlement of the Offering, subject to customary exemptions and waiver by the joint global coordinators.
Person making the notification:
Dr.
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Important Notice:
This announcement is an advertisement and not a prospectus and not an offer of securities for sale in any jurisdiction, including in or into
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This announcement is not for publication or distribution, directly or indirectly, in or into
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 offer referred to herein when made in member states of the European Economic Area ('EEA' and each member state, a 'relevant member state'), is only addressed to and directed at persons who are qualified investors (the 'Qualified Investors') as defined in Regulation (EU) 2017/1129 of the
In the
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 Bonds have been subject to a product approval process, which has determined that: (i) the target market for the Bonds is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Bonds to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the 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 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 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 Bonds.
The 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
No action has been taken that would permit an offering or an acquisition of the securities or a distribution of this announcement in any jurisdiction where such action would be unlawful. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.
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 Company'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 the Company's business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward-looking statements speak only as of the date they are made.
The Company 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, new events or circumstances, 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. No liability whatsoever is accepted in respect of the achievement of such forward-looking statements and assumptions.
The date of admission of the Bonds and the shares issued upon conversion 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 Company'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 Bonds offering. Potential investors should consult a professional advisor as to the suitability of the Bonds offering for the person concerned.
Head of Investor Relations
Rheinmetall Platz 1
40476 Dusseldorf
Phone: +49 211 473-4749
Fax: +49 211 473-4157
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