Successfully placed
Dietlikon, 23 June 2015 – Implenia AG ("Implenia" or the "Company") announces the successful placement of CHF 175 million subordinated convertible bonds due 2022 (the “Convertible Bonds”). The transaction was very well received by investors across the range resulting in a substantial oversubscription. Due to strong demand, the offering was upsized from the original target amount of CHF 150 million, demonstrating investors’ confidence in Implenia.
The coupon of the Convertible Bonds has been set at a nominal annual rate of 0.5%. The conversion price was fixed at CHF 75.06, representing a premium of 32.5% over the volume weighted average price of the Company's shares between the announcement and pricing of the Convertible Bonds today. The Convertible Bonds will be issued at 100% of their principal amount and unless previously redeemed, converted or repurchased and cancelled, will mature on 30 June 2022 at 100% of their principal amount.
The Convertible Bonds will be convertible into 2.33 million shares, representing 12.6% of the current outstanding share capital of the Company. The shares to be delivered upon conversion shall be sourced from conditional capital. The pre-emptive rights of the shareholders to subscribe for the Convertible Bonds have been excluded for the Offering.
Application will be made for the Convertible Bonds to be admitted for listing and trading on the SIX Swiss Exchange, with provisional trading expected to start on or around 26 June 2015. Payment and settlement of the Convertible Bonds is expected to take place on or around 30 June 2015.
Credit Suisse and UBS are acting as Joint Bookrunners on the Offering. ZKB is acting as Co-Lead Manager.
Implenia Investor Relations contact:
Serge Rotzer
Head of Investor Relations
Tel: +41 58 474 07 34
Implenia press contact:
Natascha Mathyl
Communications Manager
Tel: +41 58 474 74 77
Implenia, Switzerland's leading construction and construction services company, also has a strong position in the German, Austrian and Scandinavian infrastructure markets. Established in 2006, Implenia can look back on around 150 years of construction tradition. It brings together the expertise of its highly skilled sectoral and regional units under the single roof of a company active throughout Europe. With its integrated business model and specialists operating in all areas of construction, the Group can manage a building project through its entire lifecycle and deliver work that is economical, integrated and customer-centric. The focus is on striking a sustainable balance between financial success and social and environmental responsibility.
Implenia has its headquarters in Dietlikon near Zurich and employs approximately 8500 people around Europe. In 2014 it posted pro forma turnover (including the former Bilfinger Construction GmbH) of around CHF 3.6 billion. The company is listed on the SIX Swiss Exchange (IMPN, CH0023868554). For more information, please visit www.implenia.com.
Important Note
This document does neither constitute an offer to buy or to subscribe for Bonds or shares of Implenia AG nor a prospectus within the meaning of applicable Swiss law (i.e. Art. 652a or Art. 1156 of the Swiss Code of Obligations or Art. 27 et seq. of the SIX Swiss Exchange Listing Rules). Investors should make their decision to buy or exercise Bonds solely based on the prospectus (the "Prospectus") which is expected to be published as of 23 June 2015 by Implenia AG and available free of charge from Credit Suisse AG, Zurich, Switzerland (phone: +41 44 333 43 85; fax: +41 44 333 35 93; e-mail: equity.prospectus@credit-suisse.com); UBS AG, Zurich, Switzerland (fax: +41 44 239 69 14, e-mail: swiss-prospectus@ubs.com) and Implenia AG (phone: +41 58 474 07 34, e-mail: serge.rotzer@implenia.com). Investors are furthermore advised to consult their bank or financial adviser before making any investment decision.
This publication may contain specific forward-looking statements, e.g. statements including terms like "believe", assume", "expect", "forecast", "project", "may", "could", "might", "will" or similar expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results, financial situation, development or performance of the Company and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties, readers should not rely on forward-looking statements. Implenia AG assumes no responsibility to update forward-looking statements or to adapt them to future events or developments.
The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy the Bonds or shares of Implenia AG, in any jurisdiction in which such offer or solicitation would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction.
This announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and dependencies, any state of the United States and the District of Columbia), Canada, Japan, Australia or any jurisdiction into which the same would be unlawful. This announcement does not constitute or form a part of any offer or solicitation to purchase, subscribe for or otherwise acquire securities in the United States, Canada, Japan, Australia or any jurisdiction in which such an offer or solicitation is unlawful. The Bonds and Implenia AG shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. Subject to certain exceptions, the Bonds and the Implenia AG shares are being offered and sold only outside the United States in accordance with Regulation S under the Securities Act. There will be no public offer of the Bonds in the United States.
The Bonds and the Implenia AG shares have not been approved or disapproved by the US Securities and Exchange Commission, any state’s securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Bonds or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.
The information contained herein does not constitute an offer of securities to the public in the United Kingdom. No prospectus to the public on the Bonds will be published in the United Kingdom. This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The Bonds are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Bonds will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
Any offer of Bonds to the public that may be deemed to be made pursuant to this communication in any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive") is only addressed to qualified investors in that Member State within the meaning of the Prospectus Directive.
