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.
"The swift 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."
The notes 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 also possible.
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.
MiFID II Information
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.