SGL CARBON SE — Capital/Financing Update 2015

Sep 9, 2015

News Details

Ad-hoc | 9 September 2015 07:52

SGL Carbon SE to issue convertible notes and simultaneously launch a tender offer for the EUR 190m 3.5% convertible notes due 2016 (ISIN: DE000A0Z2BL6)

SGL CARBON SE / Key word(s): Issue of Debt/Capital Reorganisation

09.09.2015 07:52

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

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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES
OF AMERICA, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN, OR ANY OTHER
JURISDICTION IN WHICH OFFERS OR SALES OF SECURITIES WOULD BE PROHIBITED BY
APPLICABLE LAW. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT
NOTICE AT THE END OF THE DOCUMENT.

SGL Carbon SE to issue convertible notes and simultaneously launch a tender
offer for the EUR 190m 3.5% convertible notes due 2016 (ISIN: DE000A0Z2BL6)

Wiesbaden, September 9, 2015. The Management Board of SGL Carbon SE (the
"Issuer" together with its subsidiaries, the "SGL Group") resolved today,
with the consent of the Supervisory Board, to issue unsubordinated,
unsecured notes convertible into no-par value ordinary shares of the
Issuer (the "Convertible Notes"). The Convertible Notes will be offered
only to institutional investors outside the United States of America by way
of an accelerated bookbuilding (the "Offering"). The pre-emptive rights
(Bezugsrechte) of existing shareholders of the Issuer to subscribe to the
Convertible Notes are excluded.

The initial offering size of the issue is EUR 150 million, with an increase
option of up to EUR 17 million that may be exercised at the Issuer's
discretion on the pricing date. The Convertible Notes will be convertible
into up to approximately 9 million no-par value ordinary shares of the
Issuer including the increase option if exercised. The Convertible Notes
will have a maturity of 5 years and 16 days until September 30, 2020, and
will be issued and redeemed at 100% of their principal amount with a coupon
of between 3.50 % - 4.25 % p.a., payable semi-annually in arrears on March
31 and September 30, commencing on March 31, 2016 (long first coupon). The
initial conversion price will be set at a premium of 25 % - 30 % above the
volume weighted average price of SGL Carbon SE's shares on XETRA between
launch and pricing.

The Issuer's principal shareholders (Skion GmbH, Bayerische Motoren Werke
Aktiengesellschaft - BMW - and VOLKSWAGEN Aktiengesellschaft - VW) have
indicated to the Issuer their intention to subscribe up to 55% of the
convertible bonds - corresponding approximately to their current
shareholdings in the Issuer.

Pricing is expected to be announced later today and settlement is expected
to take place on or around September 14, 2015.

SGL Carbon SE intends to list the Convertible Notes on the Open Market
(Freiverkehr) segment of the Frankfurt Stock Exchange. However, closing and
settlement of the Offering is not conditional upon obtaining such inclusion
to trading.

The SGL Carbon SE plans to use the proceeds from the Offering for
refinancing all or part of the EUR 190,000,000 3.5 per cent convertible
notes due 2016 (ISIN DE000A0Z2BL6) issued by the Issuer in 2009 (the "2016
Notes" whose outstanding principal amount is EUR 134,700,000 as of today),
to the extent tendered by the holders during the announced Repurchase
Invitation (as described below) and for general corporate purposes.

Therefore, concurrently with the Offering, the Issuer invites the holders
of the outstanding 2016 Notes to tender for purchase for cash any and all
of the outstanding 2016 Notes (the "Repurchase Invitation"). The repurchase
price per 2016 Note tendered under the Repurchase Invitation is 102 per
cent of the principal amount of the 2016 Note (equal to EUR 51,000 per 2016
Note) (excluding accrued interest). The Issuer will also pay interest
accrued on the purchased 2016 Notes from and including the interest payment
date for the 2016 Notes immediately preceding the Invitation Settlement
Date (as described below) up to but excluding the Invitation Settlement
Date.

The Repurchase Invitation commences September 9, 2015, and will expire at 1
pm CET on September 15, 2015, unless amended, extended, re-opened or
terminated.

Settlement of the Repurchase Invitation is expected to take place on
September 18, 2015 (the "Invitation Settlement Date"), subject to the
successful completion of the Offering of the Convertible Notes.

Commerzbank AG and Credit Suisse Securities (Europe) Limited are acting as
Global Coordinators and Joint Bookrunners and Dealer Managers in relation
to the Offering and the Repurchase Invitation. Société Générale Corporate &
Investment Banking is acting as Joint Bookrunner and Dealer Manager in
relation to the Offering and the Repurchase Invitation. Landesbank
Baden-Württemberg is acting as Co-Lead Manager in relation to the Offering.

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Information and Explaination of the Issuer to this News:

Disclaimer
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, Canada, Japan, South Africa or Australia 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 Credit Suisse Securities (Europe)
Limited, Commerzbank AG and Société Générale (the 'Joint Bookrunners') and
Landesbank Baden-Württemberg (the 'Co-Lead Manager', together with the
Joint Bookrunners, the 'Managers') and the Issuer or any of their
respective affiliates, or any person acting on behalf of thereof, to
prepare or register 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. 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, South Africa or Japan 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 or the laws of
any state within the United States or under the applicable securities laws
of Australia, Canada, South Africa or Japan, and may not be offered or sold
in the United States, unless registered under the Securities Act or offered
and sold in a transaction exempt from, or not subject to, the registration
requirements of the Securities Act. Subject to certain exceptions, the
securities referred to herein may not be offered or sold in Australia,
Canada, South Africa or Japan or to, or for the account or benefit of, any
national, resident or citizen of Australia, Canada, South Africa or Japan.
There will be no public offer of the securities referred to herein in the
United States, Australia, Canada, South Africa or Japan.

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 member state), and includes any relevant implementing measure in
the relevant member state and the expression '2010 PD Amending Directive'
means Directive 2010/73/EU.

In the United Kingdom, this announcement 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 announcement 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.

This announcement may include statements that are, or may be deemed to be,
'forward-looking statements'. These forward-looking statements may be
identified by the use of forward-looking terminology, including the terms
'believes', 'estimates', 'plans', 'projects', 'anticipates', 'expects',
'intends', 'may', 'will' or 'should' or, in each case, their negative or
other variations or comparable terminology, or by discussions of strategy,
plans, objectives, goals, future events or intentions. Forward-looking
statements may and often do differ materially from actual results. Any
forward-looking statements reflect the Issuer's current view with respect
to future events and are subject to risks relating to future events and
other risks, uncertainties and assumptions relating to SGL Group's
business, results of operations, financial position, liquidity, prospects,
growth or strategies. Forward-looking statements speak only as of the date
they are made.

Each of the Issuer and the Managers and their respective affiliates
expressly disclaims any obligation or undertaking to update, review or
revise any forward looking statement contained in this announcement whether
as a result of new information, future developments or otherwise.
No reliance may or should be placed by any person for any purposes
whatsoever on the information contained in this announcement or on its
completeness, accuracy or fairness. The information in this announcement is
subject to change.

The date of admission of the convertible notes and the shares issued upon
conversion to trading may be influenced by things such as market
conditions. There is no guarantee that admission will occur and you should
not base your financial decisions on the Issuer's intentions in relation to
admission at this stage. Acquiring investments to which this announcement
relates may expose an investor to a significant risk of losing all of the
amount invested. Persons considering making such investments should consult
an authorised person specialising in advising on such investments. This
announcement does not constitute a recommendation concerning the
convertible bond offering. The value of shares can decrease as well as
increase. Potential investors should consult a professional advisor as to
the suitability of the convertible notes offering for the person concerned.

Each Manager is acting exclusively for the Issuer and no-one else in
connection with the offering of the securities referred to herein. They
will not regard any other person as their respective clients in relation to
such offering and will not be responsible to anyone other than the Issuer
for providing the protections afforded to their respective clients, or for
providing advice in relation to such securities, the contents of this
announcement or any transaction, arrangement or other matter referred to
herein.

In connection with the offering of the securities referred to herein, each
Manager and any of their affiliates, acting as investors for their own
accounts, may subscribe for or purchase convertible notes of the Issuer and
in that capacity may retain, purchase, sell, offer to sell or otherwise
deal for their own accounts in such securities and any other securities of
the Issuer or any related investments and may offer or sell such securities
or other investments otherwise than in connection with the offering of the
securities referred to herein. The Managers do not intend to disclose the
extent of any such investment or transactions otherwise than in accordance
with any legal or regulatory obligations to do so.

None of the Managers or any of their respective directors, officers,
employees, advisers or agents accepts any responsibility or liability
whatsoever for or makes any representation or warranty, express or implied,
as to the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Issuer, its
subsidiaries or associated companies, whether written, oral or in a visual
or electronic form, and howsoever transmitted or made available or for any
loss howsoever arising from any use of this announcement or its contents or
otherwise arising in connection therewith.

09.09.2015 The DGAP 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: SGL CARBON SE
Söhnleinstraße 8
65201 Wiesbaden
Germany
Phone: +49 (0)611 6029 - 0
Fax: +49 (0)611 6029 - 101
E-mail: investor-relations@sglgroup.com
Internet: www.sglgroup.de
ISIN: DE0007235301
WKN: 723530
Indices: SDAX
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated
Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover,
Munich, Stuttgart

End of Announcement DGAP News-Service

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