Disclosure of an inside information pursuant to Article 17 of the Regulation (EU) No 596/2014 (MAR)
NOT FOR DISTRIBUTION, PUBLICATION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, INTO OR IN THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR ANY OTHER COUNTRY IN WHICH SUCH DISTRIBUTION OR PUBLICATION MAY BE UNLAWFUL. FURTHER RESTRICTIONS APPLY. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
Mutares considers the early redemption of its existing EUR 80m senior secured bond by the issuance of a new senior secured bond of up to EUR 125m
Munich, 28 February 2023. The management board of Mutares Management SE, the general partner of Mutares SE & Co. KGaA (ISIN: DE000A2NB650) (“Mutares” or the “Company“), today resolved, with the consent of the supervisory board of Mutares Management SE, to consider the option of an early redemption of its existing senior secured bond originally issued on 14 February 2020 with a total volume of EUR 80 million due 2024 (ISIN: NO0010872864, WKN: A254QY) (“2020/2024 Bond“) by issuing a new senior secured floating rate corporate bond of up to EUR 125 million (ISIN: NO0012530965, WKN: A30V9T) (“New Bond“). The creditors of the 2020/2024 Bond (“Existing Bondholders“) shall be given the opportunity to participate in the New Bond through a public exchange offer (together “Transaction“). The Transaction will be led by Arctic Securities AS and Pareto Securities AS (together the “Joint Lead Managers“), who have been appointed, together with selected legal advisors, to prepare the necessary documentation for the solicitation of potential investors and Existing Bondholders.
The offer of the New Bond and the exchange offer for the 2020/2024 Bond (“Exchange Offer“) shall be made in Luxembourg and Germany by way of a public offer on the basis of a securities prospectus (“Prospectus“) expected to be approved today by the Luxembourg Commission de Surveillance du Secteur Financier (CSSF) and to be notified to the German Federal Financial Supervisory Authority (BaFin). The Prospectus will be published, inter alia, on the website of the Luxembourg Stock Exchange (www.luxse.com) and the Company (www.mutares.de) in the “Investor Relations” section. The Joint Lead Managers also intend to offer the New Bond to institutional investors in Germany and Luxembourg as well as in selected European and other countries by way of a private placement.
The subscription period for the public offering of the New Bond begins on 14 March 2023 and is expected to end on 21 March 2023, 12:00 p.m. (CET) (“Offer Period“). Interested investors may submit their binding offers to purchase bonds of the New Bond within the Offer Period via the subscription functionality of Deutsche Börse (DirectPlace) or the Company’s website (www.mutares.de). The New Bond is governed by Norwegian law and has a maturity of four years. The minimum investment amount is EUR 1,000 and will bear interest at a rate equal to EURIBOR (three months) plus a margin of between 7.5% and 8.5% p.a. The final interest rate of the New Bond is expected to be determined on 21 March 2023 on the basis of the subscription offers received. As with the 2020/2024 Bond, the New Bond is expected to be included in the Regulated Unofficial Market (Freiverkehr) of the Frankfurt Stock Exchange. Mutares will also apply for the inclusion of the New Bond in trading on the Nordic ABM, a self-regulated marketplace organised and operated by the Oslo Stock Exchange (Oslo Børs), within six (6) months after the issuance of the New Bond.
The public exchange offer, which is expected to be published on 1 March 2023 in the German Federal Gazette (Bundesanzeiger) (www.bundesanzeiger.de) and on the website of the Company (www.mutares.com) in the section “Investor Relations”, will start on 2 March 2023 and is expected to end on 16 March 2023, 18:00 (CET) (“Exchange Period“). For each exchanged 2020/2024 Bond in the nominal amount of EUR 1,000 Existing Bondholders will receive one bond of the New Bond in the nominal amount of EUR 1,000 plus an amount of EUR 15.00 in cash (“Additional Amount“). In addition, the exchanging Existing Bondholders will receive interest on their exchanged bonds of the 2020/2024 Bond for the current coupon period until the issue date of the New Bond. Existing Bondholders who wish to exchange their bonds of the 2020/2024 Bond may submit binding exchange offers via their custodian bank within the Exchange Period using the form provided by the custodian bank. The exchange agent is futurum bank AG, Frankfurt/Main, Germany. Existing Bondholders participating in the Exchange Offer will also be granted an option to purchase. Existing Bondholders who do not want to accept the Exchange Offer will be terminated early and will receive the nominal amount of EUR 1,000 plus an amount of EUR 9.00 in cash for each bond of the 2020/2024 Bond, plus accrued and unpaid interest to the redemption date.
The net proceeds accruing to the Company from the issuance of the New Bond are to be used for the redemption of the 2020/2024 Bond and for general corporate purposes, including the financing of further corporate acquisitions.
The final decision on the Transaction will be made by Mutares depending on market conditions and the outcome of discussions with potential investors. Mutares will inform the capital market and the public about the progress of the Transaction in accordance with legal requirements.
This publication may not be published, distributed or transmitted in the United States of America, Canada, Australia or Japan. It does not constitute an offer or solicitation of an offer to purchase or subscribe for any securities in the United States, Australia, Canada or Japan or in any jurisdiction in which such offer or solicitation would be unlawful.
This publication constitutes neither an offer to sell nor a solicitation to buy securities of the Company. A public offer of securities in Germany and Luxembourg is made solely on the basis of the Prospectus. An investment decision on securities of the Company should only be made on the basis of the Prospectus. The Prospectus is available free of charge on the Company’s website (www.mutares.com) under the heading “Investor Relations”.
In the Member States of the European Economic Area other than Germany and Luxembourg, this publication is only addressed to persons who are “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market (“Prospectus Regulation“).
In the United Kingdom, this publication may only be distributed to, and is only directed at, persons who are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation as that Regulation forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 and who are also (i) professional investors within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended from time to time (“Order“), or (ii) are high net worth companies falling within Article 49(2)(a) to (d) of the Order or other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). The new securities will only be available to relevant persons and any invitation, offer or agreement to subscribe, purchase or otherwise acquire securities will only be made to relevant persons. Any person who is not a relevant person must not act or rely on these materials or their contents.
This publication does not constitute an offer of securities for sale in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act“). The securities may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act. There will be no public offering of these securities in the United States.
Certain statements contained in this publication may constitute “forward-looking statements”. These forward-looking statements are based on management’s current views, expectations, assumptions and information. Forward-looking statements are not guarantees of future performance and involve known and unknown risks and uncertainties.
Due to various factors, actual future results, developments and events may differ materially from those described in these statements; neither the Company nor any other person assumes any responsibility for the accuracy of the opinions contained in this communication or the underlying assumptions. The Company assumes no obligation to update any forward-looking statements contained in this publication. In addition, it should be noted that all forward-looking statements speak only as of the date hereof and that neither the Company nor the Joint Lead Managers undertake any obligation to update any forward-looking statements or to conform them to actual events or developments, except as required by law.
THIS DOCUMENT IS NOT A PROSPECTUS BUT A PROMOTIONAL DOCUMENT; INVESTORS SHOULD SUBSCRIBE FOR OR PURCHASE THE SECURITIES REFERRED TO IN THIS PROMOTIONAL DOCUMENT SOLELY ON THE BASIS OF THE INFORMATION CONTAINED IN THE PROSPECTUS.
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