Sika AG / SIKA AG SUCCESSFULLY COMPLETES THE PLACEMENT OF CHF 1,650
MILLION CONVERTIBLE BONDS DUE 2025 . Processed and transmitted by Nasdaq
Corporate Solutions. The issuer is solely responsible for the content of
this announcement.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN,
INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, ITALY OR ANY
OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION.
Sika AG (the "Issuer" or "Sika") successfully completed the offering
(the "Offering") of CHF 1,650 million senior convertible bonds (the
"Bonds") due 2025, upsized from the original CHF 1,500 million issue
size. Sika intends to use the net proceeds from the Offering mainly to
refinance the recently announced acquisition of its own shares from
Compagnie de Saint-Gobain and for general corporate purposes.
The Bonds may be converted into new or existing shares of the Issuer
(the "Shares"), starting from the earlier of (i) the 10(th) trading day
(inclusive) following the registration with the commercial register of
the resolutions passed by the Issuer's extraordinary general meeting
(the "EGM" as communicated on May 11, 2018 by the Issuer), and (ii) the
3(rd) trading day following the end of the Fair Market Call Period (as
defined below).
Should the EGM not resolve to approve the proposed creation of a single
class of registered shares (Einheitsnamenaktien) or should such EGM
resolutions not be registered with the commercial register of the Canton
of Zug, or if the EGM does not take place on or prior to July 31, 2018
(the "Long Stop Date"), the Issuer may redeem at any time no later than
60 business days after the earlier of (x) the conclusion of the EGM and
(y) the Long Stop Date (the "Fair Market Call Period") by giving notice
to the Bondholders, all but not only some of the Bonds in cash at the
greater of (i) 102% of the Issue Price (as defined below) and (ii) 102%
of the fair bond value of the Bonds (the "Fair Market Call") as
determined in accordance with the terms and conditions of the Bonds.
The Bonds will have a coupon of 0.15% per annum, and a conversion price
of CHF 11,421.4730, corresponding to a conversion premium of 40.0% over
the volume weighted average price (the "VWAP") of the Shares on the SIX
Swiss Exchange between launch and pricing. The issue price and the
redemption price are set at 100%.
The Issuer may call the Bonds at any time on or after the 21(st)
calendar day after the 5(th) anniversary of the Settlement Date at the
relevant net principal amount, if the VWAP of the Shares is at least
130% of the conversion price on at least 20 out of 30 consecutive
trading days.
The Bonds will be provisionally allocated to investors participating in
today's book building. Such allocation of the Bonds will be subject to a
pro-rata reduction relative to the number of advance subscription rights
exercised by existing shareholders during the rights exercise period
(the "Clawback").
Existing shareholders will be granted advance subscription rights to
subscribe for the newly issued Bonds in proportion to their current
shareholding, subject to selling restrictions. Each holder of 1 Bearer
Share of the Issuer with a nominal value of CHF 0.60 will be allotted by
the Issuer 6 Rights, and each holder of 1 registered share of the Issuer
with a nominal value of CHF 0.10 will be allotted by the Issuer 1 Right.
185 Rights give the right to purchase from the Issuer 1 Bond at the
Issue Price. The advance subscription rights will not be tradable.
Advance subscription rights not exercised by existing Sika shareholders
during the rights exercise period from May 18, 2018 until May 28, 2018,
12:00 noon CEST, will expire and become null and void. Bonds for which
advance subscription rights have been validly exercised will be deducted
pro rata from the allocation to investors who participate in today's
book building. Definitive allocations are expected to be announced by
Sika on or around May 29, 2018.
The Offering of the Bonds consists of a public offering in Switzerland
and private placements of Bonds to professional investors only in other
jurisdictions. The Bonds will be offered to investors outside the United
States of America (the "United States" or "US") in compliance with
Regulation S under the US Securities Act of 1933, as amended, and in
accordance with applicable securities laws, rules and regulations. The
Bonds may not be offered or sold in the United States.
The Settlement of the Offering (the "Settlement Date") is expected to
take place on June 5, 2018. Application for the listing and trading of
the Bonds according to the Standard for Bonds of the SIX Swiss Exchange
will be made.
The Issuer has agreed to a 90-day lock-up period from the Settlement
Date.
The Issuer is rated A- (stable outlook) by Standard & Poor's. The Bonds
are expected to be rated in line with the Issuer's corporate rating and
the Issuer will apply for the Bonds to be rated by S&P.
UBS is acting as Sole Global Coordinator and Sole Bookrunner.
THIS PRESS RELEASE IS NOT BEING ISSUED IN THE UNITED STATES OF AMERICA
(THE "UNITED STATES" OR "U.S.") AND SHOULD NOT BE DISTRIBUTED TO UNITED
STATES PERSONS OR PUBLICATIONS WITH A GENERAL CIRCULATION IN THE UNITED
STATES. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER OR INVITATION TO
SUBSCRIBE FOR OR PURCHASE ANY SECURITIES NOR DOES IT CONSTITUTE A
PROSPECTUS WITHIN THE MEANING OF ARTICLES 652A OR 1156 OF THE SWISS CODE
OF OBLIGATIONS OR A LISTING PROSPECTUS PURSUANT TO THE LISTING RULES OF
THE SIX SWISS EXCHANGE. ANY DECISION TO PURCHASE ANY SECURITIES REFERRED
TO HEREIN SHOULD BE SOLELY BASED ON THE RELEVANT PROSPECTUS, which is
expected to be published on or around the date hereof by SIKA AG and is
available free of charge at UBS AG, Prospectus Library, P.O. Box,
CH-8098 Zurich, Switzerland (telephone: +41 44 239 47 03, fax: +41 44
239 69 14 or e-mail: swiss-prospectus@ubs.com). IN ADDITION, NEITHER THE
BONDS NOR THE SHARES OF SIKA AG INTO WHICH THE BONDS ARE CONVERTIBLE
HAVE BEEN OR WILL BE REGISTERED UNDER THE UNITED STATES SECURITIES LAWS
AND MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO
U.S. PERSONS ABSENT FROM REGISTRATION UNDER OR AN APPLICABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE UNITED STATES SECURITIES LAWS.
THE INFORMATION CONTAINED IN THIS PRESS RELEASE IS NOT FOR PUBLICATION
OR DISTRIBUTION IN CANADA, AUSTRALIA, JAPAN, ITALY OR IN ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
LAWS OF SUCH JURISDICTION AND DOES NOT CONSTITUTE AN OFFER OF SECURITIES
FOR SALE IN CANADA, AUSTRALIA, JAPAN, ITALY OR IN ANY OTHER JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION.
IN THE UNITED KINGDOM, THIS PRESS RELEASE IS BEING DISTRIBUTED ONLY TO,
AND IS DIRECTED ONLY AT, QUALIFIED INVESTORS (I) WHO HAVE PROFESSIONAL
EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE
19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005 (THE "ORDER") AND (II) WHO FALL WITHIN ARTICLE
49(2)(A) TO (D) OF THE ORDER AND (III) TO WHOM IT WOULD OTHERWISE BE
LAWFUL TO DISTRIBUTE IT (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS").
IN ADDITION, IF AND TO THE EXTENT THAT THIS PRESS RELEASE IS
COMMUNICATED IN, OR THE OFFER OF SECURITIES TO WHICH IT RELATES IS MADE
IN, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA")THAT HAS
IMPLEMENTED DIRECTIVE 2003/71/EC, AS AMENDED (TOGETHER WITH DIRECTIVE
2010/73/EU, TO THE EXTENT IMPLEMENTED IN ANY EEA MEMBER STATE AND
INCLUDES ANY APPLICABLE IMPLEMENTING MEASURES IN ANY EEA MEMBER STATE,
THE "PROSPECTUS DIRECTIVE") ("EACH, A "RELEVANT MEMBER STATE"), THIS
PRESS RELEASE AND THE OFFERING OF ANY SECURITIES DESCRIBED HEREIN ARE
ONLY ADDRESSED TO AND DIRECTED AT PERSONS IN THAT MEMBER STATE WHO ARE
QUALIFIED INVESTORS WITHIN THE MEANING OF THE PROSPECTUS DIRECTIVE (OR
WHO ARE OTHER PERSONS TO WHOM THE OFFER MAY LAWFULLY BE ADDRESSED) AND
MUST NOT BE ACTED ON OR RELIED ON BY OTHER PERSONS IN THAT MEMBER STATE.
IF LOCATED IN A RELEVANT MEMBER STATE, EACH PERSON WHO INITIALLY
ACQUIRES ANY SECURITIES, AND TO THE EXTENT APPLICABLE ANY FUNDS ON
BEHALF OF WHICH SUCH PERSON ACQUIRES SUCH SECURITIES THAT ARE LOCATED IN
A RELEVANT MEMBER STATE, OR TO WHOM ANY OFFER OF SECURITIES MAY BE MADE
WILL BE DEEMED TO HAVE REPRESENTED, ACKNOWLEDGED AND AGREED THAT IT IS A
QUALIFIED INVESTOR AS DEFINED ABOVE.
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. FOR THESE PURPOSES, A "RETAIL
INVESTOR" MEANS A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS
DEFINED IN POINT (11) OF ARTICLE 4(1) OF DIRECTIVE 2014/65/EU ("MIFID
II"); (II) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE 2002/92/EC ("IMD"),
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. CONSEQUENTLY NO KEY INFORMATION DOCUMENT REQUIRED BY
REGULATION (EU) NO 1286/2014 (AS AMENDED, THE "PRIIPS REGULATION") FOR
OFFERING OR SELLING THE BONDS OR OTHERWISE MAKING THEM AVAILABLE TO
RETAIL INVESTORS IN THE EEA HAS BEEN PREPARED AND THEREFORE OFFERING OR
SELLING THE BONDS OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL
INVESTOR IN THE EEA IS UNLAWFUL UNDER THE PRIIPS REGULATION.
THIS PRESS RELEASE MUST NOT BE ACTED ON OR RELIED ON (I) IN THE UNITED
KINGDOM, BY PERSONS WHO ARE NOT RELEVANT PERSONS, AND (II) IN ANY MEMBER
STATE OF THE EEA OTHER THAN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT
QUALIFIED INVESTORS.
IN THE CASE OF ANY SECURITIES BEING OFFERED TO YOU AS A FINANCIAL
INTERMEDIARY AS THAT TERM IS USED IN ARTICLE 3(2) OF THE PROSPECTUS
DIRECTIVE, YOU WILL ALSO BE DEEMED TO HAVE REPRESENTED AND AGREED THAT
(MORE TO FOLLOW) Dow Jones Newswires
May 15, 2018 10:16 ET (14:16 GMT)
