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Disclosed inside information pursuant to article 17 Market Abuse Regulation
(MAR) transmitted by euro adhoc with the aim of a Europe-wide distribution.
The issuer is responsible for the content of this announcement.
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Capital Measures
31.03.2020
Premstaetten - Premstaetten, Austria (31 March 2020) -- ams AG (SIX: AMS), a
leading worldwide supplier of high performance sensor solutions, announces that
a total of 189,869,454 ordinary no-par value bearer shares with full dividend
rights as of 1 January 2019 were offered to ams' existing shareholders at an
issue price of CHF 9.20 per share (the "Offered Shares") as part of the ordinary
share capital increase with subscription rights which was approved at ams'
extraordinary general meeting on 24 January 2020 (the "Rights Issue").
The rights exercise period was completed on 30 March 2020 and subscription
rights for 117,451,512 new shares were exercised, corresponding to 62% of the
189,869,454 Offered Shares. The remaining 72,417,942 new shares for which the
rights have not been exercised at the completion of the rights exercise period,
are being offered to the market by way of a public offering in Switzerland and
Austria as well as private placements in certain jurisdictions outside
Switzerland and Austria in compliance with applicable securities laws.
Due to a Covid-19 related closure of courts in Austria on selected weekdays, the
registration of the Offered Shares and therefore the closing of the Rights Issue
will need to be shifted by one day. As a result, listing and first day of
trading of the new shares on the SIX Swiss Exchange is expected on or around 3
April 2020. Delivery of the new shares against payment of the offer price is
expected for 3 April 2020.
Upon closing of the Rights Issue, ams will receive gross proceeds of approx. CHF
1.75 billion (approx. EUR 1.65 billion) which will be used to partially
refinance the acquisition of OSRAM Licht AG, including related costs.
After closing of the Rights Issue, the registered share capital of ams will
amount to EUR 274,289,280, divided into 274,289,280 non-par value bearer shares.
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Important notice:
This announcement constitutes neither an offer to sell nor a solicitation to buy
securities. Any public offer has been made solely by means of, and on the basis
of, a securities prospectus (including any amendments thereto, if any) approved
by the Austrian Financial Market Authority (Finanzmarktaufsichtsbehörde, "FMA")
and published in Austria. An investment decision regarding any publicly offered
securities of ams AG ("ams") should only be made on the basis of the securities
prospectus. The securities prospectus is available free of charge from ams
during usual business hours, or on the ams website.
This announcement is not for distribution or release, directly or indirectly, in
or into the United States of America (including its territories and possessions,
any State of the United States of America and the District of Columbia),
Australia, Canada, Japan or any other jurisdiction in which such distribution or
release would be unlawful. These materials do not constitute or form a part of
any offer or solicitation to purchase or subscribe for securities in the United
States of America, Australia, Canada or Japan, or any other jurisdiction in
which such offer or solicitation may be unlawful.
The shares of ams have not been and will not be registered under the U.S.
Securities Act of 1933 ("Securities Act") and may not be offered or sold within
the United States of America except pursuant to an applicable exemption from, or
in a transaction not subject to, the registration requirements of the Securities
Act. There will be no public offering of shares in the United States of America.
This announcement constitutes neither an offer to sell nor a solicitation to buy
securities and does not constitute a prospectus according to Articles 35 et
seqq. of the Swiss Financial Services Act ("FinSA") or Articles 652a and 1156 of
the Swiss Code of Obligations (as such articles were in effect immediately prior
to the entry into effect of FinSA) or Article 27 et seqq. of the SIX Swiss
Exchange Listing Rules. The offer is made solely by means of, and on the basis
of, the prospectus which is available free of charge, inter alia, from ams
during regular business hours, or on the ams website. An investment decision
regarding the publicly offered securities of ams should only be made on the
basis of the prospectus.
This communication does not constitute an "offer of securities to the public"
within the meaning of Regulation (EU) 2017/1129 (the Prospectus Regulation) of
the securities referred to herein in any member state of the European Economic
Area (the EEA). Any offers of the securities referred to in this announcement to
persons in the EEA is made pursuant to an exemption under the Prospectus
Regulation, as implemented in member states of the EEA, from the requirement to
produce a prospectus for offers of the Securities.
In the United Kingdom, this announcement is directed exclusively 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, as amended (the Order) or (ii) who
fall within Article 49(2)(a) to (d) of the Order, and (iii) to whom it may
otherwise lawfully be communicated, and any investment activity to which it
relates will only be engaged in with such persons, and it should not be relied
on by anyone other than such persons.
This announcement may contain statements about ams and/or its subsidiaries
(together "ams Group") that are or may be "forward-looking statements". Forward-
looking statements include, without limitation, statements that typically
contain words such as "anticipate", "target", "expect", "estimate", "intend",
"plan", "believe", "hope", "aims", "continue", "will", "may", "should", "would",
"could", or other words of similar meaning. By their nature, forward-looking
statements involve risks and uncertainties because they relate to events and
depend on circumstances that may or may not occur in the future. ams cautions
you that forward-looking statements are not guarantees of the occurrence of such
future events or of future performance and that in particular the actual results
of operations, financial condition and liquidity, the development of the
industry in which ams Group operates and the outcome or impact of the
acquisition and related matters on ams Group may differ materially from those
made in or suggested by the forward-looking statements contained in this
announcement. Any forward-looking statements speak only as at the date of this
announcement. Except as required by applicable law, ams does not undertake any
obligation to update or revise publicly any forward-looking statement, whether
as a result of new information, future events or otherwise.
About ams
ams is a global leader in the design and manufacture of advanced sensor
solutions. Our mission is to shape the world with sensor solutions by providing
a seamless interface between humans and technology.
ams' high-performance sensor solutions drive applications requiring small form
factor, low power, highest sensitivity and multi-sensor integration. Products
include sensor solutions, sensor ICs, interfaces and related software for
consumer, communications, industrial, medical, and automotive markets.
With headquarters in Austria, ams employs about 9,000 people globally and serves
more than 8,000 customers worldwide. ams is listed on the SIX Swiss stock
exchange (ticker symbol: AMS). More information about ams can be found at https:
//ams.com [https://ams.com/]
Join ams social media channels:
>Twitter [https://twitter.com/amsAnalog] >LinkedIn [https://www.linkedin.com/
company/ams-ag] >Facebook [https://www.facebook.com/amsAnalog] >YouTube [https:/
/www.youtube.com/user/amsAnalog]
ams is a registered trademark of ams AG. In addition many of our products and
services are registered or filed trademarks of ams Group. All other company or
product names mentioned herein may be trademarks or registered trademarks of
their respective owners. Information provided in this press release is accurate
at time of publication and is subject to change without advance notice.
Further inquiry note:
Moritz M. Gmeiner
Vice President Investor Relations
Tel: +43 3136 500-31211
Fax: +43 3136 500-931211
Email: investor@ams.com
end of announcement euro adhoc
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(END) Dow Jones Newswires
March 31, 2020 11:36 ET (15:36 GMT)
© 2020 Dow Jones News
