EQS-Ad-hoc: ams-OSRAM AG / Key word(s): Capital Increase
ams OSRAM announces preliminary results of exercise period in fully
underwritten rights issue with 99.0% take-up of rights
06-Dec-2023 / 17:50 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the
Regulation (EU) No 596/2014, transmitted by EQS News – a service of EQS
Group AG.
The issuer is solely responsible for the content of this announcement.
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Ad hoc Announcement pursuant to Art. 53 Listing Rules of SIX Swiss
Exchange
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ams OSRAM announces preliminary results of exercise period in fully
underwritten rights issue with 99.0% take-up of rights
Premstaetten, Austria, and Munich, Germany (6 December 2023) – ams OSRAM
hereby announces that as of 6 December 2023, 5:00 p.m. CET, 99.0% of the
subscription rights for 716,777,622 Offered Shares under the current
Rights Issue have been validly exercised.
On 20 November 2023, ams OSRAM (SIX: AMS) announced the terms of the fully
underwritten discounted rights issue (the “Rights Issue”) consisting of a
total offering of 724,154,662 new ordinary no-par value bearer shares with
full dividend rights as of 1 January 2023 at an issue price of CHF 1.07
per share (the “Offered Shares”). The ordinary share capital increase with
subscription rights was approved at ams OSRAM’s extraordinary general
meeting on 20 October 2023. The subscription period for the rights
offering expires today, 6 December 2023.
New Shares that have not been subscribed for by existing shareholders or
holders of subscription rights will be offered to institutional investors
in private placements (the “International Private Placement”), whereby the
placement price will not be below the subscription price of CHF 1.07 per
Offered Share.
Any Offered Shares not subscribed for in the Rights Issue or placed in the
International Private Placement will be allocated and subscribed for by
the underwriting banks. The final number of Offered Shares thus placed in
the market or to the underwriting banks will be announced on or around
7 December 2023.
Listing and admission to trading of the newly issued Offered Shares on the
SIX Swiss Exchange is expected to occur on or around 8 December 2023.
Delivery of the Offered Shares against payment of the offer price or the
placement price is expected for 11 December 2023.
Upon closing of the Rights Issue, ams OSRAM will receive gross proceeds of
approx. CHF 775 million (approx. EUR 802 million). ams OSRAM intends to
use the proceeds from the Rights Issue, together with the proceeds of its
upsized and successfully priced offering of senior unsecured notes
announced on 16 November 2023 and the infrastructure related asset
transactions announced on 30 October 2023, to redeem in full its
outstanding USD 450,000,000 7% Senior Notes due 2025 and EUR 850,000,000
6% Senior Notes due 2025, repay amounts outstanding under certain bank
facilities, fund general corporate purposes, and pay related fees and
expenses.
After closing of the Rights Issue, the registered share capital of ams
OSRAM will amount to EUR 998,443,942, divided into 998,443,942 no par
value bearer shares.
###
Important notice:
This announcement is for informational purposes only and does not
constitute an offer to sell nor a solicitation to buy securities. The
public offer has been and will be made solely by means of, and on the
basis of, the securities prospectus (including any amendments thereto, if
any) approved by the Austrian Financial Market Authority
(Finanzmarktaufsichtsbehörde, “FMA”) and notified to the German Federal
Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht) and published on ams OSRAM’s website. An
investment decision regarding any publicly offered securities of ams OSRAM
should only be made on the basis of the securities prospectus. Any orders
relating to securities of ams OSRAM received prior to the commencement of
the public offering will be rejected. For the public offering made in
Austria and Germany, a securities prospectus has been published promptly
after approval by FMA in accordance with the Prospectus Regulation (EU)
2017/1129 (the “Prospectus Regulation”) and has been made available on the
ams OSRAM website.
This announcement does 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, or to any person to whom, such offer or solicitation may be
unlawful. Any failure to comply with these restrictions may constitute a
violation of United States of America, Australian, Canadian, Japanese or
other applicable securities laws.
The shares of ams OSRAM have not been and will not be registered under the
U.S. Securities Act of 1933, as amended (the “Securities Act”) or the
securities laws of any state of the United States of America 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 and applicable state or
local securities laws. There has been and there will be no public offering
of shares in the United States of America.
This announcement is not a prospectus for the purposes of the Prospectus
Regulation or Regulation (EU) 2017/1129 as it forms part of domestic law
in the United Kingdom by virtue of the European Union (Withdrawal) Act
2018 (the “UK Prospectus Regulation”), and as such does not constitute an
offer to sell or the solicitation of an offer to purchase securities of
ams OSRAM. Investors should not subscribe for any securities referred to
in this announcement except on the basis of the information contained in
any prospectus or offering circular relating to the securities.
This announcement is not a prospectus according to Articles 35 et seqq. of
the Swiss Financial Services Act (the “FinSA”) and does not constitute and
shall not, in any circumstances, constitute a public offering nor an
invitation to the public in connection with any offer within the meaning
of the FinSA. The offer has been and will be made solely by means of, and
on the basis of, the prospectus published for such purpose which is
available free of charge from ams-OSRAM AG and UBS AG
(swiss-prospectus@ubs.com) during regular business hours, or on the ams
OSRAM website (https://ams-osram.com/investor-relations). An investment
decision regarding the publicly offered securities of ams OSRAM should
only be made on the basis of the prospectus.
About ams OSRAM
The ams OSRAM Group (SIX: AMS) is a global leader in intelligent sensors
and emitters. By adding intelligence to light and passion to innovation,
we enrich people’s lives.
With over 110 years of combined history, our core is defined by
imagination, deep engineering expertise and the ability to provide global
industrial capacity in sensor and light technologies. We create exciting
innovations that enable our customers in the automotive, industrial,
medical and consumer markets to maintain their competitive edge and drive
innovation that meaningfully improves the quality of life in terms of
health, safety and convenience, while reducing impact on the environment.
Our around 20,000 employees worldwide focus on innovation across sensing,
illumination and visualization to make journeys safer, medical diagnosis
more accurate and daily moments in communication a richer experience. Our
work creates technology for breakthrough applications, which is reflected
in over 15,000 patents granted and applied. Headquartered in
Premstaetten/Graz (Austria) with a co-headquarters in Munich (Germany),
the group achieved over EUR 4.8 billion revenues in 2022 and is listed as
ams-OSRAM AG on the SIX Swiss Exchange (ISIN: AT0000A18XM4).
Find out more about us on (1) https://ams-osram.com
ams is a registered trademark of ams-OSRAM AG. In addition, many of our
products and services are registered or filed trademarks of ams OSRAM
Group. All other company or product names mentioned herein may be
trademarks or registered trademarks of their respective owners.
Join ams OSRAM social media channels: (2)>Twitter (3)>LinkedIn
(4)>Facebook (5)>YouTube
For further information
Investor Relations Media Relations
ams-OSRAM AG ams-OSRAM AG
Dr Juergen Rebel Bernd Hops
Senior Vice President Senior Vice President
Investor Relation Corporate Communications
T: +43 3136 500-0 T +43 3136 500-0
(6)investor@ams-osram.com (7)press@ams-osram.com
End of Inside Information
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06-Dec-2023 CET/CEST News transmitted by EQS Group AG. www.eqs.com
════════════════════════════════════════ ══════════ ════════════════════════ Language: English Company: AMS-OSRAM AG Tobelbader Straße 30 8141 Premstaetten Austria Phone: +43 3136 500-0 E-Mail : investor@ams-osram.com
Internet: https://ams-osram.com/
ISIN: AT0000A18XM4
WKN: A118Z8
Listed: Regulated Unofficial Market in Berlin, Dusseldorf, Frankfurt,
Munich, Stuttgart, Tradegate Exchange; BX, SIX, Vienna Stock
Exchange (Vienna MTF)
EQS News ID: 1790099
End of Announcement EQS News Service
1790099 06-Dec-2023 CET/CEST
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