1&1 AG — Capital/Financing Update 2012

Mar 28, 2012

News Details

Ad-hoc | 28 March 2012 07:56

Drillisch AG: Drillisch AG will issue bonds exchangeable into shares of freenet AG

Drillisch AG / Key word(s): Miscellaneous

28.03.2012 07:56

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.

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Maintal, March 28, 2012 - The Management Board of Drillisch AG
('Drillisch'), with the approval of the Supervisory Board, resolved today
to issue senior bonds (the 'Bonds') exchangeable into existing ordinary
registered shares of freenet AG. The Bonds will be issued by Drillisch and
offered in an accelerated bookbuilding to institutional investors outside
of the United States of America only.
The initial aggregate issue size will be EUR 125 million and may be
increased by up to EUR 12.5 million by Drillisch. In addition, Drillisch
has granted the Joint Bookrunners BofA Merrill Lynch and Commerzbank a
greenshoe option of up to EUR 12.5 million to cover over allotments (if
any).
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 obligations of
Drillisch. The underlying freenet AG shares will be pledged in favour of
Deutsche Trustee Company Limited ('Security Agent'). Based on yesterday's
closing price of EUR 12.36 per share, the Bonds will initially comprise up
to approximately 10 million freenet AG shares, assuming the exercise of the
increase and the over-allotment options. Depending on the development of
the share price, the final pricing and the exercise of the increase option
and the over-allotment option, the number of shares may vary.
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.
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 are expected to carry a coupon of between 2.625%
to 3.375% per annum payable annually in arrear. The exchange price will be
set at a premium of between 22.5% and 30.0% above the VWAP (Volume Weighted
Average Price) of the freenet AG shares on XETRA from the time of launch of
the placement until pricing, which is expected to occur today. The Bonds
will be issued directly by Drillisch AG and will be issued in denominations
of EUR100,000 each.
The final terms are expected to be determined and announced today and
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 the announcement of the final terms of the Bonds, 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.

28 March 2012

Drillisch AG

IMPORTANT NOTICE
This ad-hoc 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 ad-hoc 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 ad-hoc 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 ad-hoc 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

28.03.2012 DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
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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 Announcement DGAP News-Service

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