Adhoc notification: SGL Carbon SE to issue approx. 120 million convertible bonds due 2028

(07:38 AM) Wiesbaden, June 21 2023. The Management Board of SGL Carbon SE (the Issuer or SGL Carbon) resolved today, with the consent of the Supervisory Board, to issue unsubordinated, unsecured bonds convertible into no-par value ordinary shares of the Issuer (the Convertible Bonds). The Convertible Bonds will be offered only to institutional investors outside the United States of America by way of an accelerated bookbuilding (the Offering). The pre-emptive right (Bezugsrecht) of existing shareholders of the Issuer to subscribe for the Convertible Bonds is excluded.

The Convertible Bonds shall be convertible into up to 12.2 million no-par value ordinary shares of SGL Carbon and are expected to have an aggregate principal amount of approx. 120 million. The Convertible Bonds will have a maturity of 5 years and will be issued and redeemed at 100% of their principal amount, with a coupon of between 5.50% and 6.00% p.a., payable semi-annually in arrear on June 28 and December 28, commencing on December 28, 2023. The initial conversion price will be set at a premium of between 20% and 25% above the volume-weighted average price of SGL Carbons shares on XETRA between launch and pricing of the Offering.

The Issuer will be entitled to call the Convertible Bonds for redemption at their principal amount plus accrued but unpaid interest at any time from the date falling 3 years and 21 business days after the Settlement Date, but only if the share price of SGL Carbon (over a specified period) is equal to or exceeds 130% of the then prevailing conversion price.

SGL Carbon plans to use the net proceeds from the Offering, together with its financing headroom and cash on hand, to refinance its 4.625% bonds due 2024 (ISIN: XS1945271952; as at the date hereof, 237 million are in circulation). The Issuer hereby intends to reduce its overall gross debt.

SKion GmbH, shareholder of the Issuer, has indicated interest to place an order in the accelerated bookbuilding.

Pricing for the Offering is expected to be announced later today and settlement is expected to take place on or around June 28, 2023 (the Settlement Date ).

SGL Carbon intends to arrange for the Convertible Bonds to be included in trading on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange. However, settlement of the Offering is not conditional upon obtaining such inclusion to trading.

About SGL Carbon

SGL Carbon is a technology-based company and a world leader in the development and production of carbon-based solutions. Its high-quality materials and products made from specialty graphite, carbon fibers and composites serve many industries that are shaping the trends of the future: climate friendly mobility, aerospace, solar and wind energy, semiconductors, and LEDs as well as the production of lithium-ion batteries, fuel cell and other energy storage systems. In addition, SGL Carbon develops solutions for chemical and industrial applications.

In 2022, SGL Carbon SE generated sales of approx. 1.1 billion euros. The company has approx. 4,700 employees at 29 locations in Europe, North America, and Asia.

Further information on SGL Carbon can be found at www.sglcarbon.com/press.

Additional Information:

ISIN: DE0007235301 / DE000A30VKB5

Listing: Amtlicher Markt / Prime Standard / Frankfurter Wertpapierb rse

(Official Market / Prime Standard / Frankfurt Stock Exchange)

(Unregulated) Open Market (Freiverkehr): Berlin, D sseldorf, Hamburg, Hannover, M nchen, Stuttgart, Tradegate Exchange

Companys seat: Wiesbaden

Important notice:

This announcement is an advertisement and not a prospectus and not an offer of securities for sale in any jurisdiction, including in or into the United States, Australia, Canada, Japan or South Africa or any jurisdiction in which offers or sales of the securities would be prohibited by applicable law. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction.

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. No prospectus will be prepared in connection with the offering of the securities referred to herein. The securities referred to herein 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 referred to herein in such jurisdiction.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions), Australia, Canada, Japan or South Africa or any other jurisdiction where such announcement could be unlawful. The distribution of this announcement and the offer and sale of the securities referred to herein may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not contain or constitute or form part of, and should not be construed as, an offer or invitation to sell, or the solicitation of an offer to buy or subscribe for, any securities to any person in the United States, Australia, Canada, Japan or South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful. 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), or the laws of any state within the Un

LINK:	https://www.sglcarbon.com/en/newsroom/news/press-report/adhoc-notifica...
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