The net proceeds
from the issuance of the notes will be used to partially finance the voluntary
cash offer for all outstanding shares in Siemens Gamesa. Siemens Energy had
announced on May 21, 2022, that it would make a cash offer of €18.05 per share
to the approx. 33 percent minority shareholders of Siemens Gamesa. As part of
this voluntary cash tender offer, the company communicated its commitment to
retain a solid investment grade rating and its intention to partly finance the
acquisition through the issuance of equity instruments. The issuance of the
notes is one component of these announced equity measures.
and successful placement of the mandatory convertible bond indicates
institutional investors’ confidence and belief in our overarching Siemens
Energy strategy," said Maria Ferraro, CFO of Siemens Energy. "With
the planned full integration of Siemens Gamesa, we will become an even more
attractive partner for our customers, and today’s successful placement brings
us closer to this goal."
will be issued by Siemens Energy Finance B.V., based in the Netherlands. The
notes are denominated at 100,000 EUR each and will be issued at 100% of their
principal amount. They benefit from a subordinated guarantee by the company.
After a term of just under three years, the bonds will automatically convert
into shares at maturity on 14 September 2025. Conversion before maturity is
Settlement of the
Notes is expected to take place on or around 14 September 2022. Siemens Energy
intends to arrange for the notes to be included to trading on the open market
segment of the Frankfurt Stock Exchange.
As part of the transaction,
Siemens Energy will be subject to a lock-up period of 90 days, subject to
customary exemptions and waiver by certain of the syndicate banks.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART)
IN OR INTO THE UNITED STATES OF AMERICA OR TO U.S. PERSONS, AUSTRALIA, SOUTH
AFRICA OR JAPAN OR OTHER COUNTRIES WHERE SUCH A PUBLICATION COULD BE UNLAWFUL
The distribution of this
announcement and the offering of any of the Notes or Shares (the "Securities")
in certain jurisdictions may be restricted by law. Persons into whose
possession this announcement comes are required to inform themselves about, and
to observe, any such restrictions. This announcement does not contain or
constitute an offer of, or the solicitation of an offer to buy or subscribe
for, securities to any person in the United States of America, Australia, South
Africa, Japan or in any jurisdiction to whom or in which such offer or
solicitation is unlawful.
The Securities have not been registered
under the U.S. Securities Act of 1933, as amended, and may not be offered or
sold absent registration except pursuant to an exemption from, or a transaction
not subject to, the registration requirements under the U.S. Securities Act of
1933, as amended. There will be no public offer of the Securities in the United
States of America or in any other jurisdiction.
In member states of the European
Economic Area ("EEA"), this announcement is only addressed to and
directed at persons who are 'qualified investors' within the meaning of Article
2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129) (as amended, the
"Prospectus Regulation") ("Qualified Investors").
In the United Kingdom, this announcement is only addressed to and directed at
Qualified Investors who are persons (i) who have professional experience in
matters relating to investments falling within Article 19(5) (investment
professionals) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended, the "Order") or (ii)
falling within Article 49(2)(a) to (d) (high net worth companies, incorporated
associations, etc.) of the Order.
Manufacturer Target Market (MiFID
II product governance) is Eligible Counterparties and Professional Clients only
(all distribution channels). No PRIIPS Key Information Document (KID) and no UK
PRIIPS KID has been prepared as the Notes will not be available to retail
investors in the EEA, the UK or elsewhere. Solely for the purposes of the
product governance requirements contained within: (a) EU Directive 2014/65/EU
on markets in financial instruments, as amended ("MiFID II"); (b)
Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID II
Product Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the MIFID II Product Governance
Requirements) may otherwise have with respect thereto, the Notes have been
subject to a product approval process, which has determined that: (i) the
target market for the Notes is eligible counterparties and professional clients
only, each as defined in MiFID II; and (ii) all channels for distribution of
the Notes to eligible counterparties and professional clients are appropriate.
Any person subsequently offering, selling or recommending the Notes (a
"distributor") should take into consideration the manufacturers'
target market assessment; however, a distributor subject to MiFID II is
responsible for undertaking its own target market assessment in respect of the
Notes (by either adopting or refining the manufacturers' target market
assessment) and determining appropriate distribution channels.
The target market assessment is
without prejudice to the requirements of any contractual or legal selling
restrictions in relation to any offering of the Notes. For the avoidance of
doubt, the target market assessment does not constitute: (a) an assessment of
suitability or appropriateness for the purposes of MiFID II; or (b) a
recommendation to any investor or group of investors to invest in, or purchase,
or take any other action whatsoever with respect to the Notes.