Südzucker AG

Share Issue/Capital Change • Nov 20, 2012

News Details

Ad-hoc | 20 November 2012 18:30

Südzucker AG Mannheim/Ochsenfurt: Südzucker announces buy back of outstanding convertible bonds and capital increase

Südzucker AG Mannheim/Ochsenfurt / Key word(s): Capital Increase/Corporate Action

20.11.2012 18:30

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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Mannheim, 20 November 2012

Südzucker AG Mannheim/Ochsenfurt, Mannheim. The Management Board of
Südzucker AG today resolved - with the approval of the Supervisory board -
to offer to all holders of the outstanding 2.5% 2016 convertible bonds (the
'Convertible Bonds') to buy back the convertible bonds at EUR 91,250 per
bond, equivalent to 182.5 % of par value (the 'Tender Offer' and the
'Tender Offer Price'), and to partly finance the buy back through a
concurrent private placement of up to 15 million new Südzucker shares from
authorised capital and approximately 0.58 million treasury shares by way of
an accelerated bookbuild offering (the 'Equity Placement'). The Tender
Offer Price is equivalent to parity of the Convertible Bonds plus one
percentage point. Both the Tender Offer and the Equity Placement are
expected to be completed on 21 November 2012.

The final size of the Equity Placement will be determined based on the
number of bonds tendered and the corresponding aggregate repurchase price
payable by Südzucker to holders of the bonds and will not exceed
approximately 15.58 million shares. Südzucker intends to raise equity
equivalent to approximately 90% of the maximum aggregate repurchase price
for the tendered bonds. The price of the shares (the 'Share Offer Price')
will be determined by way of an accelerated bookbuilding process.

The company's major shareholders Süddeutsche
Zuckerrüben-Verwertungs-Genossenschaft eG and Zucker Invest GmbH have
irrevocably committed to purchase at the Share Offer Price in aggregate at
least about 13% of total offered shares, depending on the final Equity
Placement size. The company intends to fully allocate these orders.

By offering to repurchase the outstanding Convertible Bonds and raising
equity to partially finance the Tender Offer, the company intends to
strengthen its equity base well ahead of the final maturity date of the
bonds on 30 June 2016 and before the earliest possible exercise date for
the soft call option on 31 July 2013, simplify its financing structure and
maximise its financial and strategic flexibility.

Südzucker AG Mannheim/Ochsenfurt
Central Investor Relations Department
Nikolai Baltruschat
Theodor-Heuss-Anlage 12
68165 Mannheim
Phone: 49 621 421-240
Fax: 49 621 421-321
Investor.relations@suedzucker.de

This release is not an offer of securities for sale in or into the United
States of America. The securities may not be offered or sold in or into the
United States of America absent registration or an exemption from
registration under the U.S. Securities Act of 1933, as amended (the
'Securities Act'). Any public offering of securities to be made in or into
the United States of America will be made by means of a prospectus that may
be obtained from Südzucker AG Mannheim/Ochsenfurt and will contain detailed
information about the company and management, as well as financial
statements. There will be no public offer of the securities in or into the
United States of America and the securities have not been and will not be
registered under the Securities Act.

20.11.2012 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: Südzucker AG Mannheim/Ochsenfurt
Theodor-Heuss-Anlage 12
68165 Mannheim
Germany
Phone: +49 (0)621 - 421-530
Fax: +49 (0)621 - 421-7530
E-mail: investor.relations@suedzucker.de
Internet: www.suedzucker.de
ISIN: DE0007297004, XS0606202454 DE000A1AJLE6 XS0222524372
WKN: 729700, A1GNRQ A1AJLE A0E6FU,
Indices: MDAX
Listed: Regulierter Markt in Berlin, Düsseldorf, Frankfurt (Prime
Standard), Hamburg, München, Stuttgart; Freiverkehr in
Hannover

End of Announcement DGAP News-Service

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