RAG-Stiftung places new exchangeable bond in the amount of 500 million euros
Düsseldorf — Allen & Overy has advised RAG-Stiftung on the successful placement of a new EUR 500 million exchangeable bond convertible into shares of Evonik Industries AG and the repurchase of outstanding exchangeable bonds. The RAG-Stiftung intends to use the net proceeds from the offering of the new bonds to finance the repurchase of outstanding bonds and to expand its shareholdings.
The new bonds will bear interest at a rate of 2.25% per annum, payable semi-annually in arrears on May 28 and November 28 of each year, and will be issued at par. The reference share price of the New Shares is EUR 17.6148. This results in an initial exchange price for the New Shares of EUR 21.14. It is intended to apply for admission of the new bonds to trading on the open market of the Frankfurt Stock Exchange.
The RAG-Stiftung intends to use the net proceeds from the offering of the new bonds to finance the repurchase of outstanding bonds and to expand its shareholdings. In this context, the RAG-Stiftung issued a repurchase invitation to the holders of the outstanding exchangeable bonds maturing in 2024 (the 2024 bonds) and the holders of the outstanding exchangeable bonds maturing in 2026 (the 2026 bonds).) Offers to sell in the total nominal amount of EUR 396.9 million (approx. 79.4 % of the outstanding nominal amount of the 2024 bonds) at a price of EUR 97,000 per EUR 100,000 nominal amount and in the total nominal amount of EUR 50 million (approx. 10 % of the outstanding nominal amount of the 2026 bonds) at a price of EUR 94,000 per EUR 100,000 nominal amount were accepted.
The settlement of the new bonds is expected to take place on or around November 28, 2023 and the settlement of the bond buyback is expected to take place on or around November 29, 2023 will take place.
The Allen & Overy team was led by partner Dr. Hans Diekmann (Corporate/M&A, Düsseldorf) and also comprised partner Dr. Knut Sauer, counsel Nadine Kämper (both Capital Markets, both Frankfurt) and Dorothée Kupiek (Corporate/M&A, Düsseldorf), senior associate Dr. Jan-Benedikt Fischer (Corporate/M&A, Hamburg) and associate Patrick Reuter (Capital Markets, Frankfurt). Partner Marc Plepelits and Senior Associate Martin Schmidt (both US Corporate Finance, both Frankfurt) advised on U.S. law issues.
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