KUKA AG — Capital/Financing Update 2013

Feb 6, 2013

News Details

Ad-hoc | 6 February 2013 08:41

KUKA Aktiengesellschaft: KUKA Aktiengesellschaft Issues Convertible Bond

KUKA Aktiengesellschaft / Key word(s): Issue of Debt

06.02.2013 08:41

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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KUKA Aktiengesellschaft
Zugspitzstrasse 140, 86165 Augsburg, Germany

• ISIN DE0006204407 -

Admitted to trading at the following German stock exchanges:
Frankfurt/Main and Munich

Ad hoc notification pursuant to § 15 of the German Securities Trading Act
(Wertpapierhandelsgesetz, WpHG)

NOT FOR DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA,
AUSTRALIA, CANADA OR JAPAN, OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR
SALES WOULD BE PROHIBITED BY APPLICABLE LAW

KUKA Aktiengesellschaft Issues Convertible Bond

The Management Board of KUKA Aktiengesellschaft passed a resolution today
with the approval of the Supervisory Board to offer convertible bonds with
an aggregate nominal amount of EUR 55 million up to EUR 60 million maturing
February 12, 2018. The convertible bonds are initially convertible into up
to 1,598,659 newly issued bearer shares with no par value of KUKA
Aktiengesellschaft. The shareholders' pre-emptive rights are excluded.

The convertible bonds will be issued at 100% of their nominal value with a
denomination of EUR 100,000 per bond and, unless previously converted,
repurchased or redeemed, will be redeemed at par at maturity. The
convertible bonds will be offered with an annual interest rate of 1.75 to
2.00% and with a conversion premium of 25% up to 27% above the applicable
reference share price (such reference share price will be equal to the
volume-weighted average quotation (XETRA) of KUKA shares during the
accelerated bookbuilding), solely to institutional investors outside of the
United States of America, Canada, Australia and Japan via a private
placement.

The interest rate, the aggregate nominal amount, the initial conversion
price and the conversion premium are expected to be determined during an
accelerated bookbuilding process over the course of today. KUKA
Aktiengesellschaft will have the option to redeem the convertible bonds
after the first three years, if the price of KUKA shares exceeds 130% of
the then prevailing conversion price over a specified period.

The convertible bonds are expected to be issued by KUKA Aktiengesellschaft
on or about February 12, 2013 and to be included to trading on the
non-regulated open market segment (Freiverkehr) of the Frankfurt Stock
Exchange.

KUKA Aktiengesellschaft intends to use the proceeds from the convertible
bond offering to optimize its balance sheet in the medium term, as well as
to increase its financial flexibility.

Augsburg, February 6, 2013

KUKA Aktiengesellschaft

Management Board

IMPORTANT NOTICE

NOT FOR DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA,
AUSTRALIA, CANADA OR JAPAN, OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR
SALES WOULD BE PROHIBITED BY APPLICABLE LAW

This ad-hoc announcement 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 Convertible
Bonds. No prospectus will be prepared in connection with the offering of
the Convertible Bonds. The Convertible Bonds may not be offered to the
public in any jurisdiction in circumstances which would require the Issuer
of the Convertible Bonds to prepare or register any prospectus or offering
document relating to the Convertible Bonds in such jurisdiction.

The distribution of this ad-hoc announcement and the offer and sale of the
Convertible Bonds in certain jurisdictions may be restricted by law. Any
persons reading this ad-hoc announcement should inform themselves of and
observe any such restrictions.

This ad-hoc announcement 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 Convertible Bonds and the
shares of KUKA Aktiengesellschaft to be delivered on conversion) 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, except in a
transaction not subject to, or pursuant to an applicable exemption from the
registration requirements of the Securities Act or any state securities
laws. This ad-hoc announcement 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 publications
with a general circulation in the United States. The Convertible Bonds are
being offered and sold outside the United States only in reliance on
Regulation S under the Securities Act. No offering of the Convertible Bonds
is being made in the United States.

In the United Kingdom, this ad-hoc announcement is only being distributed
to and is only directed at (i) persons 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
(the 'Order') and (ii) high net worth entities falling within Article 49(2)
of the Order and (iii) persons to whom it would otherwise be lawful to
distribute it (all such persons together being referred to as 'relevant
persons'). The Convertible Bonds are only available to relevant persons,
and any invitation, offer or agreement to subscribe, purchase or otherwise
acquire such securities will be engaged in only with relevant persons. Any
person who is not a relevant person should not act or rely on this ad-hoc
announcement or any of its contents.

Contact:
Andreas Spitzauer
phone: +49 821 7975-216
fax: +49 821 7975-213
e-mail: andreas.spitzauer@kuka.com

06.02.2013 DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de

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Language: English
Company: KUKA Aktiengesellschaft
Postfach 43 12 69
86072 Augsburg
Germany
Phone: +49 (0)821 797 - 0
Fax: +49 (0)821 7975 - 333
E-mail: IR@kuka.com
Internet: www.kuka.com
ISIN: DE0006204407
WKN: 620440
Indices: MDAX
Listed: Regulierter Markt in Frankfurt (Prime Standard), München;
Freiverkehr in Berlin, Düsseldorf, Hamburg, Hannover,
Stuttgart

End of Announcement DGAP News-Service

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