voestalpine AG — Capital/Financing Update 2005

Jul 14, 2005

News Details

Corporate | 14 July 2005 15:13

voestalpine AG prices a EUR 230 million convertible bond

Corporate-news transmitted by DGAP. The issuer is solely responsible for the content of this announcement. —————————————————————————— Not for distribution or release in the United States of America (or to US persons), Canada, Australia, Italy or Japan or in any other jurisdiction in which offers or sales would be prohibited by applicable law voestalpine AG prices a EUR 230 million convertible bond due 2010 voestalpine AG (“voestalpine”), Linz, one of Europe’s leading producers of steel products for the automotive, construction, general manufacturing, white goods and railway industries, announces the pricing of its EUR 230 million convertible bonds due 2010 (the “Bonds”). The Bonds have a coupon of 1.50 % and an initial conversion price of EUR 74.98. voestalpine will apply for the listing of the Bonds on the official market of the Vienna Stock Exchange, expected to commence on 21 July 2005. Key data: ISIN: AT0000492905 Common code: 022507702 Issue size: EUR 230 million Greenshoe option:EUR 20 million exercisable until 19 July 2005 to cover over- allotments Expected settlement date: 21 July 2005 Maturity: 21 July 2010 Issue price: 100 percent of par Redemption price: 100 percent of par Issuer call: Callable by the issuer on or after 1 January 2009, subject to a 130% trigger, at the principal amount plus accrued interest Conversion price: EUR 74.98 Coupon: 1.50 percent p.a. Bookrunner:Deutsche Bank In connection with the placement of the Bonds, Deutsche Bank AG as stabilisation manager may over-allot or undertake measures aiming to support the stock exchange or market price of the Bonds and/or the shares of the Company in order to offset selling pressure in those securities (stabilisation) for a predetermined period of time starting at the date of publication of the final terms of the Offering. These measures may result in a higher price for the Bonds and/or the shares than would otherwise prevail in the market. However, the stabilisation manager is under no obligation to engage in any stabilisation and, accordingly, there is no assurance that stabilisation will be undertaken. If conducted, stabilisation may be discontinued at any time at the discretion of the stabilisation manager, in any event the stabilisation activities must be terminated not later than 19 July 2005. Stabilization / Regulation (EC) No. 2273/2003, FSA, German and Austrian Laws ***** Important Note This press 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 convertible bonds of voestalpine AG. 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, in particular where the Issuer would be required to do so under the EU Directive 2003/71 concerning prospectuses to be published when securities are offered to the public or admitted to trading in the European Economic Area (the Prospectus Directive) or any legislative, regulation or other measure implementing the Prospectus Directive. The distribution of this press release and the offer and sale of the bonds in certain jurisdictions may be restricted by law. Any persons reading this press release should inform themselves of and observe any such restrictions. This document does not constitute an offer of securities, nor a solicitation for an offer of securities, nor marketing or sales activity for such securities in Austria. This document must not be used for such an offer or such marketing activities in Austria. No public offer of securities will be made in Austria. This press 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 voestalpine 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 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 press release and the information contained herein may not be distributed or sent into the United States, Canada, Australia, Italy and Japan or in any other jurisdiction in which offers or sales 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. This document 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 2001 (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 document or any of its contents. End of announcement (c)DGAP 14.07.2005 —————————————————————————— WKN: 093750; ISIN: AT0000937503; Index: ATX Listed: Amtlicher Handel in Wien; Freiverkehr in Berlin-Bremen, Frankfurt, Hamburg, München und Stuttgart; London 141513 Jul 05