RAG-Stiftung places new exchangeable bond in the amount of 500 million euros

Düssel­dorf — Allen & Overy has advi­sed RAG-Stif­­tung on the successful place­ment of a new EUR 500 million exch­an­geable bond conver­ti­ble into shares of Evonik Indus­tries AG and the repurchase of outstan­ding exch­an­geable bonds. The RAG-Stif­­tung intends to use the net proceeds from the offe­ring of the new bonds to finance the repurchase of outstan­ding bonds and to expand its shareholdings.

The new bonds will bear inte­rest at a rate of 2.25% per annum, paya­ble semi-annu­ally in arre­ars on May 28 and Novem­ber 28 of each year, and will be issued at par. The refe­rence share price of the New Shares is EUR 17.6148. This results in an initial exch­ange price for the New Shares of EUR 21.14. It is inten­ded to apply for admis­sion of the new bonds to trading on the open market of the Frank­furt Stock Exchange.

The RAG-Stif­­tung intends to use the net proceeds from the offe­ring of the new bonds to finance the repurchase of outstan­ding bonds and to expand its share­hol­dings. In this context, the RAG-Stif­­tung issued a repurchase invi­ta­tion to the holders of the outstan­ding exch­an­geable bonds matu­ring in 2024 (the 2024 bonds) and the holders of the outstan­ding exch­an­geable bonds matu­ring in 2026 (the 2026 bonds).) Offers to sell in the total nomi­nal amount of EUR 396.9 million (approx. 79.4 % of the outstan­ding nomi­nal amount of the 2024 bonds) at a price of EUR 97,000 per EUR 100,000 nomi­nal amount and in the total nomi­nal amount of EUR 50 million (approx. 10 % of the outstan­ding nomi­nal amount of the 2026 bonds) at a price of EUR 94,000 per EUR 100,000 nomi­nal amount were accepted.

The sett­le­ment of the new bonds is expec­ted to take place on or around Novem­ber 28, 2023 and the sett­le­ment of the bond buyback is expec­ted to take place on or around Novem­ber 29, 2023 will take place.

The Allen & Overy team was led by part­ner Dr. Hans Diek­mann (Corporate/M&A, Düssel­dorf) and also compri­sed part­ner Dr. Knut Sauer, coun­sel Nadine Kämper (both Capi­tal Markets, both Frank­furt) and Doro­thée Kupiek (Corporate/M&A, Düssel­dorf), senior asso­ciate Dr. Jan-Bene­­dikt Fischer (Corporate/M&A, Hamburg) and asso­ciate Patrick Reuter (Capi­tal Markets, Frank­furt). Part­ner Marc Plepe­lits and Senior Asso­ciate Martin Schmidt (both US Corpo­rate Finance, both Frank­furt) advi­sed on U.S. law issues.

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