NOT FOR DIRECT OR INDIRECT PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA), CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES OF THE SECURITIES WOULD BE PROHIBITED BY APPLICABLE LAW OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES ARE PROHIBITED BY APPLICABLE LAW
This publication is not a prospectus and not an offer to purchase securities or for the sale of securities within a jurisdiction or into a jurisdiction, including the United States of America, (including its territories and possessions, any state of the United States of America and the District of Columbia), Canada, Japan or Australia or in any other jurisdiction in which offers or sales are prohibited by applicable law. Capital Stage AG announces the launch of an offering of approximately EUR 100 million perpetual subordinated bonds with time limited conversion rights into ordinary bearer shares of the company Hamburg, September 6, 2017 - The management board of the SDAX listed Hamburg based solar and wind park operator Capital Stage AG resolved today, with the approval of the supervisory board, to launch an Offering of approx. EUR 100 million perpetual subordinated bonds with time limited conversion rights into ordinary bearer shares of the Company. The proceeds of the Offering will be used to finance the further growth of Capital Stage and can be accounted for as "equity" under the International Financial Reporting Standards (IFRS). The issuer of the Bonds is Capital Stage Finance B.V., a wholly owned subsidiary of Capital Stage, registered in the Netherlands. The Bonds will be unconditionally and irrevocably guaranteed by Capital Stage on a subordinated basis as to payments. The Bonds will have no fixed redemption date and will be optionally convertible into fully paid new and/or existing ordinary bearer shares of the Company ("Ordinary Shares") until the 10th Trading Day prior to September 13, 2023 (the "First Call Date"). The initial conversion price is expected to be at a premium of 22.5 - 27.5% to the volume weighted average price of the Ordinary Shares on XETRA between launch and pricing. From the Closing Date and until the First Call Date, the Bonds are expected to carry a coupon in the range of 5.000 - 5.500 % per annum. After the First Call Date, the Bonds are expected to bear interest equal to 11.0 % above the 5 year EUR Swap Rate, subject to a reset every five years thereafter. Interest will be payable semi-annually in arrear. Capital Stage, subject to certain conditions, may elect to defer all or part of any interest payment scheduled to be paid. Any such non-payment of interest will not constitute an event of default or other breach of obligations. The Bonds will be issued at 100% of their principal amount and may be optionally redeemed by Capital Stage at 100% of their principal amount for the first time with effect as of the First Call Date and subsequently with effect as of each interest payment date thereafter, together with any accrued and unpaid interest and any outstanding arrears of interest. Capital Stage will have the option to effect the mandatory conversion of the Bonds, at any time on or after September 13, 2021, and before the First Call Date. The notice of early mandatory conversion may only be given if the share price is equal to or exceeds 130 per cent of the conversion price in effect for a specified period of time. The final terms of the Bonds are expected to be announced today. In the context of the placement, Capital Stage has agreed to a lock-up period of 90-days. Settlement for the Bond offering is expected to take place on September 13, 2017 (the "Closing Date"). An application will be made for the Bonds to be traded on the Open Market segment (Freiverkehr) of the Frankfurt Stock Exchange within one month from the Closing Date.
About Capital Stage AG: Capital Stage invests in and operates solar power plants and wind farms in Germany, Denmark, Finland, France, Great Britain, Italy, Austria and Sweden. Including the solar power plants and wind parks acquired and operated within the asset management for third parties, the generating capacity of the company amounts to almost 1.3 Gigawatt. Capital Stage is therefore one of the leading independent operators of solar power plants and wind parks in Europe. With these solar and wind parks, the company generates attractive returns as well as continuous and plannable earnings. Capital Stage AG is listed on the regulated market (Prime Standard) of the Frankfurt Stock Exchange and on the regulated market of the Hanseatic Stock Exchange Hamburg (ISIN: DE0006095003 / WKN: 609500). Since 2014 Capital Stage is listed on the selection index SDAX of Deutsche Börse. Further information about the company can be found at www.capitalstage.com
Disclaimer: This publication may contain forward looking statements, estimates, opinions and projections with respect to anticipated future performance of Capital Stage AG (the "Company") ("forward-looking statements"). These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current views, expectations and assumptions of the management of the Company and involve significant known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Forward-looking statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Any forward-looking statements included herein only speak as at the date of this publication. We undertake no obligation, and do not expect to publicly update, or publicly revise, any of the information, forward-looking statements or the conclusions contained herein or to reflect new events or circumstances or to correct any inaccuracies which may become apparent subsequent to the date hereof, whether as a result of new information, future events or otherwise. We accept no liability whatsoever in respect of the achievement of such forward-looking statements and assumptions. This publication and any materials distributed in connection with this publication are not directed to or intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction. This publication is neither an advertisement nor a prospectus and should not be relied upon in making any investment decision to purchase, subscribe for or otherwise acquire any securities. The information and opinions contained in this publication are provided as at the date of this publication, are subject to change without notice and do not purport to contain all information that may be required to evaluate the Company. No reliance my or should be placed for any purpose whatsoever on the information contained in this publication, or any other information discussed verbally, or on its completeness, accuracy or fairness. This publication constitutes neither an offer to sell nor a solicitation to buy securities. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or with the securities regulators of the individual states of the United States. The securities may not be offered, sold or delivered, directly or indirectly, in or into the United States except pursuant to an exemption from the registration and reporting requirements of the United States legal regulations. The company does not intend to register its securities under the Securities Act or to conduct a public offering of securities in the United States. In the United Kingdom, this publication is only being distributed to and is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). This publication is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this publication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
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