1&1 AG — Capital/Financing Update 2012

Mar 28, 2012

News Details

Corporate | 28 March 2012 14:10

Drillisch AG: Drillisch AG issues bonds exchangeable into shares of freenet AG

Drillisch AG / Key word(s): Miscellaneous

28.03.2012 / 14:10

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Issue size: EUR 125 million
Coupon: 3.375%
Exchange price: EUR 14.7719
Maintal, March 28, 2012 - Drillisch AG ('Drillisch') successfully placed
EUR 125 million senior bonds (the 'Bonds') exchangeable into existing
ordinary registered shares of freenet AG to institutional investors outside
of the United States of America only.
With this transaction Drillisch diversifies its funding sources and
increases its financial and strategic flexibility. The company intends to
use the proceeds from the sale of the Bonds for refinancing existing debt
and general corporate purposes.
After completion of the accelerated bookbuilding, the offering size is EUR
125 million (over 8.5 million freenet AG shares initially). In addition,
Drillisch has granted the Joint Bookrunners a greenshoe option of up to EUR
12.5 million to cover over allotments (if any). The maximum number of
underlying freenet AG shares assuming exercise of the greenshoe option will
therefore initially be approximately 9.3 million shares, representing
approximately 7.3% of the current share capital of freenet AG. The final
issue size can amount up to EUR 137.5 million.
The Bonds constitute unsubordinated obligations of Drillisch, which are
secured by a pledge over the underlying freenet AG shares and rank pari
passu with all other present and future unsubordinated of Drillisch. The
underlying freenet AG shares will be pledged in favour of Deutsche Trustee
Company Limited ('Security Agent').
The maturity of the Bonds is 5 years. The Bonds are callable by Drillisch
on or after 27 April 2015 if the freenet AG share price (over a certain
period) exceeds 130% of the then applicable exchange price. Holders of the
Bonds will be entitled to require an early redemption of their Bonds on the
third anniversary of the issue date, at the principal amount plus accrued
interest. The Bonds will be issued and redeemed at maturity at 100% of
their principal amount and will pay a coupon of 3.375% per annum payable
annually in arrear. The exchange price has been set at EUR 14.7719, which
represents an exchange premium of 22.5% above the reference share price of
the freenet AG share of EUR 12.0587. The Bonds will be issued directly by
Drillisch AG and will be issued in denominations of EUR 100,000 each.
Settlement is expected to take place on or about 5 April 2012.
It is intended that an application will be made for the Bonds to be traded
on the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange.
BofA Merrill Lynch and Commerzbank are acting as Joint Bookrunners and Lead
Managers in relation to the transaction.
From the date of this announcement, BofA Merrill Lynch, as stabilisation
manager, may over-allot or effect transactions with a view to supporting
the market price of the Bonds at a level higher than that which might
otherwise prevail. Such stabilising, if commenced, must be brought to an
end no later than on the 5 May 2012. If commenced, such stabilising may
lead to a market price of the Bonds which may be higher than the level that
would exist if no such stabilising measures were taken and may indicate to
the market a price stability which without such stabilising might not
prevail. However, there is no obligation to engage in such stabilisation
activities and such stabilisation, if commenced (which may not occur before
the final terms of the Bonds have been announced), may be discontinued at
any time.

IMPORTANT NOTICE
This press release is for information purposes only and does not constitute
or form part of, and should not be construed as an offer or an invitation
to sell, or issue or the solicitation of any offer to buy or subscribe for,
any securities. In connection with this transaction there has not been, nor
will there be, any public offering of the Bonds. No prospectus will be
prepared in connection with the offering of the Bonds. The Bonds may not be
offered to the public in any jurisdiction in circumstances which would
require the Issuer of the Bonds to prepare or register any prospectus or
offering document relating to the Bonds in such jurisdiction. The
distribution of this press release and the offer and sale of the Bonds in
certain jurisdictions may be restricted by law. Any persons reading this
release should inform themselves of and observe any such restrictions.
This press release does not constitute an offer to sell or a solicitation
of an offer to purchase any securities in the United States. The securities
referred to herein (including the Bonds and the shares of freenet AG) 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 U.S.,
and may not be offered or sold in the United States or to or for the
account or benefit of U.S. persons, except pursuant to Regulation S under
the Securities Act. This press release and the information contained herein
may not be distributed or sent into the United States, or in any other
jurisdiction in which offers or sales of the securities described herein
would be prohibited by applicable laws and should not be distributed to
United States persons or publications with a general circulation in the
United States. No offering of the Bonds or shares of freenet AG is being
made in the United States.
The offer referred to herein when made in member states of the European
Economic Area ('EEA') which have implemented the Prospectus Directive
(each, a 'relevant member state'), is only addressed to and directed at
persons who are 'qualified investors' as defined in the Prospectus
Directive ('Qualified Investors'). For these purposes, the expression
'Prospectus Directive' means Directive 2003/71/EC (and amendments thereto,
including the 2010 PD Amending Directive, to the extent implemented in a
relevant EEA member state), and includes any relevant implementing measure
in the relevant EEA member state and the expression '2010 PD Amending
Directive' means Directive 2010/73/EU.
In the United Kingdom, this document is directed only at, Qualified
Investors (i) who have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the 'Order')
or (ii) who fall within Article 49(2)(a) to (d) of the Order, and (iii) to
whom it may otherwise lawfully be communicated (all such persons together
being referred to as 'relevant persons'). This document must not be acted
on or relied on (i) in the United Kingdom, by persons who are not relevant
persons, and (ii) in any member state of the European Economic Area other
than the United Kingdom, by persons who are not Qualified Investors.The
Joint Bookrunners are acting on behalf of Drillisch and no one else in
connection with the securities and will not be responsible to any other
person for providing the protections afforded to clients of the Joint
Bookrunners, or for providing advice in relation to the securities.
In connection with the offering of the Bonds, each of the Joint Bookrunners
and any of their respective affiliates acting as an investor for their own
account may take up Bonds and in that capacity may retain, purchase or sell
for its own account such securities and any securities of Drillisch, of
freenet AG or any related investments and may offer or sell such securities
or other investments otherwise than in connection with the offering of the
Bonds. The Joint Bookrunners do not intend to disclose the extent of any
such investment or transactions otherwise than in accordance with any legal
or regulatory obligation to do so.

Contact:

Oliver Keil
Head of Investor Relations
Mail: ir@drillisch.de

End of Corporate News

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28.03.2012 Dissemination of a Corporate News, transmitted by DGAP - a
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Language: English
Company: Drillisch AG
Wilhelm-Röntgen-Straße 1-5
63477 Maintal
Germany
Phone: +49 (0)6181 412 200
Fax: +49 (0)6181 412 183
E-mail: ir@drillisch.de
Internet: www.drillisch.de
ISIN: DE0005545503
WKN: 554550
Indices: TecDAX
Listed: Regulierter Markt in Frankfurt (Prime Standard);
Freiverkehr in Berlin, Düsseldorf, München, Stuttgart

End of News DGAP News-Service

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