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 successfully places a new EUR 100 million senior secured floating rate bond and redeems its existing EUR 80 million senior secured bond early
Munich, 20 March 2023. Mutares SE & Co. KGaA (ISIN: DE000A2NB650) (“Mutares” or the “Company”) today successfully placed a new senior secured floating rate bond in a total volume of EUR 100 million (ISIN: NO0012530965, GSIN: A30V9T) (“New Bond”). The New Bond has a maturity of four years and bears interest at a rate equal to EURIBOR (three months) plus a margin of 8.5% p.a. The New Bond is secured, inter alia, by (i) share pledges of selected investment vehicles of Mutares and (ii) assignment of intercompany loans of Mutares.
The New Bond was placed with both private investors and institutional investors in Germany and abroad. All subscription orders submitted in the course of the public offering via the subscription functionality of Deutsche Börse (DirectPlace) and the Company’s website were fully allocated up to a volume of EUR 10,000 per order and 80% for orders above.
The creditors (“Existing Bondholders”) of the existing senior secured bond originally issued on 14 February 2020 with a total volume of EUR 80 million due 2024 (ISIN: NO0010872864, GSIN: A254QY) (“2020/2024 Bond”) were offered the opportunity to participate in the New Bond by way of a public exchange offer, which also included an option to purchase. The exchange ratio amounts to approximately 75% and was taken into account fully in the allocation of the New Bond. Subscriptions pursuant to the multiple purchase option were allocated with 60%. To the extent that no exchange takes place, the 2020/2024 Bond will be called early with effect from 11 April 2023. Holders of the 2020/2024 Bond who did not participate in the exchange offer will receive in addition to the nominal amount an amount of EUR 9.00 in cash plus accrued and unpaid interest to the redemption date.
The issue and value date of the New Bond is 31 March 2023 (“Issue Date”). Trading of the New Bond on the Regulated Unofficial Market (Freiverkehr) of the Frankfurt Stock Exchange is scheduled to commence on 21 March 2023 (trading per appearance). The Company 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 Issue Date.
The net proceeds received by the Company from the issuance of the New Bond will be used to redeem the 2020/2024 Bond and for general corporate purposes, including the financing of further corporate acquisitions.
The transaction was advised by Arctic Securities AS and Pareto Securities AS as Joint Lead Managers, Noerr as legal advisor and Cross Alliance as communications advisor.
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. The public offer of securities in Germany and Luxembourg has already expired and was made solely on the basis of a securities prospectus (“Prospectus”) approved by the Luxembourg Commission de Surveillance du Secteur Financier (CSSF) on 28 February 2023 and notified to the German Federal Financial Supervisory Authority (BaFin). 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”). 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.
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