Deutsche Euroshop Newsroom

Corporate News

14.11.2012

Placement of convertible bonds and shares from a capital increase successfully completed

 

Not for release, publication or distribution in the United States, Canada, Japan or Australia or any other jurisdiction in which offers or sales of the securities would be prohibited by applicable law

 

Deutsche EuroShop AG, Hamburg (ISIN DE0007480204), has successfully completed the placement of senior, unsecured convertible bonds convertible into shares of Deutsche EuroShop AG (the "Bonds") and of new no-par value registered shares (the "New Shares"). The placement generated proceeds of approximately 167.7 million .

 

Bonds with a maturity of five years and a total principal amount of  100 million were placed with qualified investors. The initial conversion price has been set by way of an accelerated bookbuilding process at  35.10 with a coupon of 1.75% p. a., payable semi-annually in arrears. The Bonds were issued at 100% of their principal amount of  100,000.00 each and can be converted based on the initial conversion price and the terms and conditions of the Bonds into a total of 2,849,003 shares of Deutsche EuroShop AG.

 

Additionally, 2,314,136 New Shares with entitlement to dividends as from January 1, 2012 were placed with qualified investors for cash by way of a concurrent accelerated bookbuilding process. The placement price was  29.25 per New Share, equal to the reference price of the Bonds. With the implementation of the capital increase, Deutsche EuroShop AG will increase its registered share capital from  51,631,400.00 by  2,314,136.00 to  53,945,536.00.

 

Settlement of the New Shares is expected to take place on or around November 19, 2012. Settlement of the Bonds is expected to take place on or around November 20, 2012.

Joint Bookrunners for the offering of the Bonds were BofA Merrill Lynch and Commerzbank. Joint Bookrunners for the offering of the New Shares were Commerzbank and Kempen & Co with Close Brothers Seydler as Co-Manager.

 

This publication constitutes neither an offer to sell nor the solicitation of an offer to buy securities. In particular, this document constitutes neither an offer to sell nor the solicitation of an offer to purchase securities in the United States. The shares in, as well as the convertible bonds of, Deutsche EuroShop AG (the "Securities") may not be offered or sold in the United States or to or for the account or benefit of "U. S. persons" (as such term is defined in Regulation S under the U. S. Securities Act of 1933, as amended (the "Securities Act")) absent registration or an exemption from registration under the Securities Act. The Securities have not been and will not be registered under the Securities Act. There will be no public offering of the Securities in the United States.

 

The distribution of this announcement and the offer and sale of the Securities in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.

 

Investment in Securities such as those discussed in this announcement may expose an investor to a significant risk of losing all of the amount invested. Each prospective investor should consult its own advisors as to the legal, tax, business, financial and related aspects of a purchase of the Securities needed to make its investment decision and to suitability of the offering for the person concerned. This announcement does not constitute a recommendation concerning the offering of the Securities.

 

Merrill Lynch International, Commerzbank, Kempen and Close Brothers Seydler are acting solely for Deutsche EuroShop AG and no one else and will not be responsible for providing the protections afforded to customers of Merrill Lynch International, Commerzbank, Kempen and Close Brothers Seydler nor for providing advice in relation to the offering of the Securities. The contents of this announcement have been prepared by and are the sole responsibility of Deutsche EuroShop AG. None of Merrill Lynch International, Commerzbank, Kempen or Close Brothers Seydler or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to Deutsche EuroShop AG, its subsidiaries or associated companies, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

 

The Securities 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 in such jurisdiction. No action has been taken by Deutsche EuroShop AG, Merrill Lynch International, Commerzbank, Kempen or Close Brothers Seydler or any of their respective affiliates that would permit an offering of the Securities or possession or distribution of this announcement or any other offering or publicity material relating to the Securities in any jurisdiction where action for that purpose is required.

 

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