Südzucker AG

Capital/Financing Update • Jun 25, 2009

News Details

Ad-hoc | 25 June 2009 07:53

Südzucker AG Mannheim/Ochsenfurt:

Südzucker AG Mannheim/Ochsenfurt / Issue of Debt

Release 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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Ad-hoc-release Südzucker AG Mannheim/Ochsenfurt:

Not for publication or distribution in the United States, Australia, Canada
or Japan.

Mannheim, 25 June 2009

Südzucker AG launches convertible bond offering

The Management Board of Südzucker AG ('Südzucker'), with approval from the
Supervisory Board, resolved today to issue unsecured convertible bonds (the
'Bonds'). The Bonds will be issued by Südzucker International Finance B.V.
(the 'Issuer'), a wholly-owned Dutch subsidiary of Südzucker, guaranteed by
Südzucker, and will be convertible into existing or new Südzucker shares.
The Bonds (each with a denomination of EUR50,000) will be offered only to
institutional investors outside of the US. The pre-emptive rights of
shareholders of Südzucker to subscribe to the Bonds are excluded.

The base offering size will be around EUR 260 million with 13.5 million
underlying shares. Südzucker has granted the Joint Bookrunners, Deutsche
Bank and J.P. Morgan, a greenshoe option of around EUR 30 million for the
purchase of further convertible bonds to cover over-allotments (if any)
with 1.5 million underlying shares. The total issue size can therefore
amount to around EUR 290 million; with that the Bonds would be convertible
into up to 15.0 million shares. The Bonds will have a maturity of seven
years. The Bonds will be issued at 100% of the principal amount; the Bonds
will be issued around 30 June 2009 (the 'Settlement Date'). The conversion
price will be set at a conversion premium of 30% above the arithmetic mean
of i) the volume weighted average XETRA price of Südzucker's shares during
the period from the beginning of the placement with institutional investors
and the pricing due to take place later today and ii) the volume weighted
average XETRA price of Südzucker's shares during the last hour prior to
pricing the Bonds. The coupon will be between 2.0% - 3.0% p.a. and will be
determined during a bookbuilding process planned to take place today.
Holders of the Bonds will be entitled to require an early redemption of
their Bonds on the fifth anniversary, after the issue date, at the
principal amount together with accrued interest. The Bonds are callable by
the Issuer after the first four years if the stock exchange price of
Südzucker's shares (over certain periods) exceeds 130% of the then
applicable conversion price.

Südzucker intends to list the Bonds in the Open Market (Freiverkehr)
segment of the Frankfurt Stock Exchange. Deutsche Bank AG is the Global
Coordinator and is acting together with J.P. Morgan as Joint Bookrunner and
Joint Lead-Manager.

Südzucker intends to use the proceeds from the sale of the convertible
bonds for general corporate purposes.

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IMPORTANT NOTE

NOT FOR DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA (OR
TO US PERSONS), AUSTRALIA, CANADA OR JAPAN, OR IN ANY OTHER JURIS

DICTION 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 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 announcement and the offer and sale of the
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 Bonds and the shares of
Südzucker) 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 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 United
States persons or publications with a general circulation in the United
States. No offering of the 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(1) 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 Bonds are only available to, and any invitation, offer or
agreement to subscribe, purchase or otherwise acquire such Bonds 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.

From the announcement of the final terms of the Bonds, Deutsche Bank 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, may be discontinued at any time
and must be brought to an end no later than the earlier of 30 days after
the Settlement Date and 60 days after the date of allotment of the Bonds.
If commenced, such stabilising may lead to a market price of the Bonds or
the Shares 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.

In view of the possible stabilisation measures, and in addition to the
Bonds in a nominal amount of around EUR 260 million being offered,
additional Bonds in a nominal amount of around EUR 30 million may be
allotted to investors ('Over-Allotment'). To cover these over-allotments
the Issuer has granted the granted the Joint Bookrunners the option
('Greenshoe-Option') to acquire further Bonds in a nominal amount of around
EUR 30 million exercisable no later than on the second business day prior
to the Settlement Date.

Stabilisation/FSA

*****

The shares of Südzucker AG are admitted to trading on the regulated market
of the Frankfurt Stock Exchange (Prime Standard) and the regulated market
of the stock exchanges in Berlin, Düsseldorf, Hamburg, Munich and
Stuttgart. ISIN: DE0007297004; WKN: 729700; Common Code: 001117882.
Südzucker shares are listed in the MDAX(R) Index of Deutsche Börse.

Further information can be obtained on the webpage of Südzucker:
www.suedzucker.de

Contact persons:

Investor Relations

Nikolai Baltruschat

investor.relations@suedzucker.de

Phone: +49 621 421-240

Fax: +49 621 421-463
25.06.2009 Financial News transmitted by DGAP

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Language: English
Issuer: Südzucker AG Mannheim/Ochsenfurt
Maximilianstr. 10
68165 Mannheim
Deutschland
Phone: +49 (0)621 - 421-530
Fax: +49 (0)621 - 421-7530
E-mail: investor.relations@suedzucker.de
Internet: www.suedzucker.de
ISIN: DE0007297004, DE0008461021 DE0001780807 DE000A0AABH1 XS0222524372
WKN: 729700, 846102, 178080, A0AABH, A0E6FU,
Indices: MDAX
Listed: Regulierter Markt in Berlin, Frankfurt (Prime Standard),
Düsseldorf, Hamburg, München, Stuttgart; Freiverkehr in
Hannover

End of News DGAP News-Service

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