Repurchase Invitation bySGL CARBON SE
(the Company)
to the holders of its
EUR 159,300,000 3.0 per cent convertible notes due 2023 (ISIN DE000A2G8VX7)
(the 2023 Bonds)
to tender for purchase for cash any and all of the outstanding 2023 Notes
at the Repurchase Price
(the Repurchase Invitation)
The Company invites the holders of its outstanding 2023 Bonds to tender any and all 2023 Bonds for purchase for cash at the Repurchase Price (as defined below) together with Accrued Interest (as defined below). Jefferies, BNP PARIBAS and HSBC act as dealer managers (the Dealer Managers) in relation to the Repurchase Invitation.
Description of the 2023 Bonds ISIN Denomination /
Principal Amount Outstanding Aggregate Principal Amount not held by the Company Repurchase Price
EUR 159,300,000 3.0 per cent. convertible bonds due 2023 DE000A2G8VX7 EUR 100,000 EUR 126,300,000 100 per cent. of the principal amount per Bond (equal to EUR 100,000 per Bond) (the Repurchase Price) (together with Accrued Interest (as defined below))
The Repurchase Invitation commences today, 14 September 2022, and will expire at 18:00 CEST on 15 September 2022 (the Close of Invitation), unless amended, accelerated, extended, re-opened or terminated.
Any offers to sell the 2023 Bonds to the Company under the Repurchase Invitation (Offers) shall be directed to the Dealer Managers. Please contact your regular sales contact at the Dealer Managers or call the number set out below. Bondholders will not be able to submit Offers through Clearstream Banking AG. Following the Close of Invitation, the Company may, in its absolute discretion, decide on the acceptance or non-acceptance of any Offer.
Following the Close of Invitation, the Company will publish a results notice announcing the aggregate principal amount of the 2023 Bonds accepted for repurchase pursuant to the Repurchase Invitation.
The settlement of any repurchases of 2023 Bonds in relation to the Repurchase Invitation and the payment of the Repurchase Price is expected to occur on 22 September 2022 (the Settlement Date).
On the Settlement Date the Company will also pay interest accrued on the purchased 2023 Bonds from and including the interest payment date for the 2023 Bonds immediately preceding the Settlement Date up to but excluding the Settlement Date (the Accrued Interest).
The Company is entitled at any time to purchase the 2023 Bonds in the market or otherwise. The Company intends to early redeem all outstanding 2023 Bonds at their principal amount together with accrued interest thereon until (but excluding) the date of such early redemption, if at any time the aggregate principal amount of the 2023 Bonds outstanding and held by persons other than the Company and its subsidiaries is equal to or less than 20 per cent. of the aggregate principal amount originally issued.
All requests for information in relation to the terms of the Repurchase Invitation shall be directed to:
Dealer Managers
Jefferies
100 Bishopsgate
London, EC2N 4JL
United Kingdom
Tel.: +44 20 7898 7115
Attn.: Hiren Patel
Email: hpatel@jefferies.com BNP PARIBAS
20, Boulevard des Italiens
75009 Paris
France
Tel.: +33 158 163 896
Attn.: Henri Tailfer
Email: henri.tailfer@bnpparibas.com HSBC
Hansaallee 3
40549 D sseldorf
Germany
Tel.: + 49 211 9102887
Attn.: Uta Neunkirchen
Email: uta.neunkirchen@hsbc.de
Disclaimer
This announcement does not constitute an invitation to participate in the Repurchase Invitation in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such Repurchase Invitation or for there to be such participation under applicable laws and regulations. The distribution of this announcement in certain jurisdictions may be restricted by laws and regulations. Persons into whose possession this announcement or other information referred to herein comes are required by each of the Company and the Dealer Managers to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
THIS ANNOUNCEMENT MAY NOT BE PUBLISHED, DISTRIBUTED OR TRANSMITTED, DIRECTLY OR INDIRECTLY, (I) TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE US SECURITIES ACT OF 1933) (A U.S. PERSON), (II) TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE UNITED STATES), (III) INTO THE UNITED STATES, (IV) BY USE OF THE MAILS, OR BY ANY OTHER MEANS OR INSTRUMENTALITY OF INTERSTATE OR FOREIGN COMMERCE, OR OF ANY FACILITY OF A NATIONAL SECURITIES EXCHANGE, OF THE UNITED STATES, AND THE 2023 NOTES CANNOT BE TENDERED IN THE REPURCHASE INVITATION BY ANY SUCH USE, MEANS, INSTRUMENTALITY OR FACILITY OR FROM WITHIN THE UNITED STATES OR FROM ANY U.S. PERSONOR (V) INTO ANY OTHER JURISDICTION WHERE SUCH AN ANNOUNCEMENT WOULD BE UNLAWFUL.
This announcement is not an extension of a tender offer in the United States for securities of the Company. A tender offer for the sale of the 2023 Notes is not being made within the United States or to, or for the account or benefit of, persons located or resident in the United States.
In the United Kingdom, this document is only being distributed to and is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the Order) or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as Relevant Persons). This document is directed only a
