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NOT FOR PUBLICATION, DISTRIBUTION OR DISCLOSURE IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA, OR ANY OTHER JURISDICTION IN WHICH THE OFFER OR SALE OF SECURITIES WOULD BE PROHIBITED UNDER APPLICABLE LAW. FURTHER RESTRICTIONS APPLY.
Frankfurt/Main, 28 June 2024 – Earlier today, Deutsche Beteiligungs AG (the “Company”) successfully placed an issue of senior unsecured convertible bonds due 2030 (“Convertible Bonds”) in an aggregate principal amount of 100 million euros, convertible into new and/or existing no-par value registered shares in the Company. The Convertible Bonds were offered exclusively to institutional investors outside the United States of America in an accelerated bookbuilding process (the “Offer”). The pre-emptive rights of the Company's existing shareholders are excluded.
The Convertible Bonds are convertible into up to 3,247,259 million no-par value registered shares in the Company. The Convertible Bonds are issued at 100 per cent of par and will be due on 5 January 2030. The Convertible Bonds will bear interest at a fixed rate of 5.5 per cent p.a., payable semi-annually in arrear on 5 January and 5 July of each year, commencing on 5 January 2025. The initial conversion price has been set at 30.7952 euros, corresponding to a conversion premium of 22.5 per cent on the reference share price of 25.1389 euros.
Rossmann Beteiligungs GmbH, a shareholder in the Company, and members of the Company's Board of Management have participated in the placement.
The Convertible Bonds are expected to be issued on or around 5 July 2024 (the “Closing Date”). The Company has undertaken to comply with a customary lock-up ending 90 days after the Closing Date.
The Company intends to arrange for the Convertible Bonds to be included to trading on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange. However, the inclusion to trading is not a condition for closing the transaction.
The Company plans to use the net proceeds from the Convertible Bonds issuance for co-investments to be made alongside the funds advised by the Company and ELF Capital Group and for general corporate purposes.
“The successful placement of the Convertible Bonds underlines how attractive Deutsche Beteiligungs AG's growth-oriented business model is to its investors. It gives them access to a diversified portfolio of 37 mid-sized companies with substantial development potential,” said Tom Alzin, Spokesman of the Board of Management of Deutsche Beteiligungs AG.
Important Notice
This communication is for information purposes only; it does not constitute a prospectus or offer of securities for sale within or in any jurisdiction, including the United States of America, Australia, Canada, Japan or South Africa, or any other jurisdiction where the offer or sale of the securities would be prohibited under applicable law. Neither this communication nor its contents shall form the basis of, or be relied upon in connection with, any offer or legal obligation of any kind in any jurisdiction.
The information contained in this communication is for background purposes only and does not purport to be full or complete. No reliance must be placed upon the information contained in this communication or this information's accuracy or completeness. No prospectus will be prepared in connection with the offering of the securities referred to herein. The securities referred to in this communication must not be offered to the public in any jurisdiction where this would require the preparation or registration of a prospectus or offer document relating to these securities.
This communication is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions), Australia, Canada, Japan or South Africa or any other jurisdiction where such a communication could be unlawful. The distribution of this communication or the offer or sale of the securities referred to herein may be restricted by law in certain jurisdictions, and persons gaining possession of any document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This communication does not contain, constitute or form part of – and should not be construed as – an offer or invitation to sell or the solicitation of an offer to buy or subscribe for securities to a person in the United States, Australia, Canada, Japan or South Africa or in any other jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to herein 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 United States or under the applicable securities laws of Australia, Canada, Japan or South Africa, and must not be offered or sold in the United States, unless registered under the Securities Act or offered and sold in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the securities referred to herein must not be offered or sold in Australia, Canada, Japan or South Africa, or to or for the account or benefit of any national, resident or citizen of Australia, Canada, Japan or South Africa. There will be no public offer of the securities referred to herein in the United States, Australia, Canada, Japan or South Africa.
When made in member states of the European Economic Area ("EEA"), with each member state being a "relevant member state", the offer contained in this communication is only directed at persons who are qualified investors ("Qualified Investors") as defined in the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 ("Prospectus Regulation").
In the United Kingdom, this communication is directed only at Qualified Investors within the meaning of Regulation (EU) 2017/1129 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA") (i) who have professional experience in matters relating to investments falling within Article19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended ("Order"), or (ii) who fall within Article 49(2)(a) to (d) of the Order, or (iii) to whom the communication may otherwise lawfully be conveyed (all such persons together being referred to as "Relevant Persons"). This communication must not be acted upon or relied upon (i) in the UK by persons who are not Relevant Persons, or (ii) in any EEA member state by persons who are not Qualified Investors.
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 provisions (together, "MiFID II Product Governance Requirements"), and disclaiming any and all liability, whether arising in tort, breach of contract or otherwise, that any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, it is noted that the Convertible Bonds have been subject to a product approval process, which has determined that: (i) the target market for the Convertible Bonds is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Convertible Bonds to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Convertible Bonds ("Distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Convertible Bonds (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels. The target market assessment is without prejudice to the requirements of any contractual or statutory selling restrictions in relation to any offering of the Convertible Bonds and/or the underlying shares. 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 investor group to invest in or purchase or take any action whatsoever with respect to the Convertible Bonds.
The Convertible Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA or the UK. For these purposes, "retail investor" means (a) in the EEA, a person who is one (or more) of: (i) a retail client as defined in Article 4(1) no. 11 of MIFID II; (ii) a customer within the meaning of Directive EU 2016/97 as amended ("Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in Article 4(1) no. 10 of MIFID II; or (iii) not a Qualified Investor as defined in the Prospectus Regulation and (b) in the UK, a person who is one (or more) of (i) a retail client within the meaning of Regulation EU 2017/565 as it forms part of UK domestic law by virtue of the EUWA or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 of the UK ("FSMA") and any rules or regulations made under the FSMA to implement Directive EU 2016/97, where that customer would not qualify as a professional client as defined in Article 2(1) no. 8 of Regulation EU 600/2014 as it forms part of UK domestic law by virtue of the EUWA. Consequently, no key information document as required by Regulation (EU) No 1286/2014 (the "EU PRIIPs Regulation") or the EU PRIIPs Regulation as it forms part of United Kingdom domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Convertible Bonds (or making them otherwise available) to retail investors in the EEA or the United Kingdom has been prepared; as such, offering or selling the Convertible Bonds (or making them otherwise available) to retail investors in the EEA or the United Kingdom may be unlawful under the EU PRIIPs Regulation and/or the UK PRIIPs Regulation.
No measures were taken that would permit offering or purchasing the securities, or distributing this communication, in any jurisdiction where such measures would be unlawful. Persons gaining possession of this communication must inform themselves about and observe any such restriction.
This communication may include statements that are, or may be construed as, "forward‐looking statements". Forward‐looking statements can be identified by forward‐looking terminology, including words such as "believes", "assumes", "estimates", "plans", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable wording, or by discussions of strategies, plans, targets, goals, future events or intentions. Forward‐looking statements may, and often do, differ materially from actual results. All forward‐looking statements reflect the Company's current view as to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions regarding the Company's business, financial position or performance, liquidity, prospects, growth or strategies. Forward‐looking statements speak only as of the date they are made.
The Company and its affiliates expressly disclaim any obligation or intention to update, review or revise any forward-looking statement contained herein, whether as a result of new information, new events or circumstances, future developments or otherwise.
No individual should or can rely, for whatever reason, either upon the information contained in this communication, or upon its completeness, accuracy or fairness. The information in this communication may be subject to change. The Company assumes no liability for these forward-looking statements and assumptions actually coming true.
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