Aperam launches an up to USD 200 million convertible and/or exchangeable bond offering
Aperam (NYSE Euronext Amsterdam: APAM) (the "Company") announces the launch today of an offering (the "Offering") of convertible and/or exchangeable bonds due 2020 (the "Bonds") with an initial size of USD150 million, which may be increased up to a maximum of USD200 million prior to pricing upon the exercise by the Company of an up to USD50 million extension clause.
The Mittal Family, the Company's main shareholder, has indicated to the Company its intention to subscribe such number of Bonds as are necessary to maintain its current 40.85% stake in the Company's share capital (assuming full conversion of the Bonds).
The net proceeds of the Offering will be used for general corporate purposes, including the refinancing of existing indebtedness.
The issue of the Bonds will allow the Company to extend the average maturity of its existing debt, diversify its financing resources and increase its financial flexibility.
The Bonds are expected to have an annual coupon of between 2.625% and 3.375% payable semi-annually in arrear and an initial conversion premium of between 30% and 35% over the volume-weighted average price of the Company's shares on NYSE Euronext Amsterdam between launch and pricing (converted into USD at the prevailing USD:EUR spot rate at the time of pricing).
The Bonds will be issued and redeemed at 100% of their principal amount and will, unless previously redeemed, converted, or purchased and cancelled, mature on September 30, 2020 (7 years).
The Company will have the option to redeem the Bonds at their principal amount plus accrued interest on or after October 15, 2017 (4 years plus 15 days), if the parity value (translated into USD at the prevailing exchange rate), shall have exceeded 130% of the Bonds' principal amount.
Bondholders will be entitled to have their Bonds redeemed at their principal amount plus accrued interest on September 30, 2017 (4 years).
The Bonds are expected to be issued and settled on September 30, 2013. Application will be made to have the Bonds admitted to trading on the Open Market (Freiverkehr ) of the Frankfurt Stock Exchange or on an other internationally recognised, regularly operating, regulated or non-regulated stock exchange, within 90 days of the closing date.
The senior and unsecured Bonds will be convertible and/or exchangeable into new or existing ordinary shares of the Company (the "Shares"). Should the number of new Shares to be issued be in excess of the number of new shares the Company is authorised to issue, the Company will deliver existing Shares. Prior to the closing of the Offering, the Company will enter into a share lending agreement with Lumen Investments Sarl, Luxembourg, oursuant to which Lumen Investments Sarl, Luxembourg will agree to make available for borrowing by the Company, at any time and from time to time while any Bond is outstanding, existing Shares up to, in the aggregate, a maximum amount of approx. 2.6 million such Shares. If the Company is unable to satisfy the conversion and / or the exchange right in whole or in part through the issue or delivery of Shares, the Company will pay an equivalent cash amount.
The Company is subject to a 60-day lock-up, subject to certain exceptions.
The Bonds will be offered to institutional investors only. Neither the Bonds nor the Shares have been or will be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and they will be offered and sold only outside the United States in compliance with Regulation S under the Securities Act. Neither the Bonds nor the Shares will be offered to investors in the United States, Australia, Canada or Japan or any other jurisdiction in which offers or sales would be prohibited by applicable law.
The final terms of the Bonds are expected to be announced later today.
This announcement does not constitute or form part of an offer to sell or the solicitation of an offer to subscribe for any securities of the Company, and the Offering does not constitute a public offering in any country.
BNP PARIBAS and CITIGROUP GLOBAL MARKETS LIMITED are acting as Joint Global Coordinators and Joint Bookrunners of the Offering.
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