Publication of inside information pursuant to Article 17 of the Regulation (EU)
THE INFORMATION CONTAINED IN THIS DOCUMENT IS NOT INTENDED FOR PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, TO, WITHIN OR FROM THE UNITED STATES OF AMERICA OR ANY OTHER COUNTRY WHERE SUCH PUBLICATION OR DISTRIBUTION WOULD BE CONTRARY TO THE LAWS OF THAT COUNTRY.
publity AG plans to issue a corporate bond with exchange offer for convertible bond 2015/2020
Frankfurt/Main, 30/01/2020, 13:33 Uhr – publity AG (Scale, ISIN DE0006972508, “publity“) is considering issuing a corporate bond with a volume of up to Euro 50 million (“publity Bond 2020/2025“). To this end, publity today signed a corresponding mandate agreement with a bank, which will accompany the issue. The bond is expected to have a term of five years and a denomination of EUR 1,000. The Executive Board of publity will decide on the amount of the coupon rate at a later date.
The issue is to be made by way of a public offering in Germany and the Grand Duchy of Luxembourg on the basis of a securities prospectus. A corresponding approval procedure is to be initiated in February with the Luxembourg securities supervisory authority Commission de Surveillance du Secteur Financier (CSSF). In addition, the bonds are to be offered for sale to selected investors in a private placement in Germany and other selected European jurisdictions.
As part of the public offer, an exchange offer is also planned, under which the holders of the convertible bond 2015/2020 (ISIN: DE000A169GM5) issued by publity are invited to offer their convertible bonds to publity for exchange into bonds of the new publity bond 2020/2025. The bondholders participating in the exchange offer are to receive one bond of the new publity bond 2020/2025 for each convertible bond exchanged, plus a cash payment consisting of an exchange premium (expected to amount to between Euro 10.00 and Euro 20.00) and pro rata accrued interest. Furthermore, they will be offered an additional purchase of bonds of the publity bond 2020/2025.
The deadlines for the exchange offer, the additional purchase and the general public offer are expected to be in March/April 2020. Subsequently, the bond is to be included in the over-the-counter market (Quotation Board) of the Frankfurt Stock Exchange.
The bond issue is primarily intended to refinance the 2015/2020 convertible bond.
The prospectus applicable to the public offer will be available on the publity website (www.publity.de) under the section “Investor Relations” after its approval by the CSSF. In this context, the following information must be observed.
This publication does not constitute an offer. In particular, it does not constitute a public offer to sell or an offer or a solicitation of an offer to purchase, purchase or subscribe for any bonds, shares or other securities. The offer is governed exclusively by the securities prospectus to be approved by the Commission de Surveillance du Secteur Financier (CSSF) and expected to be published in March 2020 on the website of publity AG (www.publity.de) in the “Investor Relations” section. Only the securities prospectus will contain the information for investors required by law.
Investors are recommended to read the securities prospectus to be examined by the CSSF for completeness, coherence and comprehensibility, as it is expected to be available from mid/end of March 2020 on the website of publity AG (www.publity.de) under the section “Investor Relations” before deciding to buy or sell bonds or shares of publity AG in order to fully understand the potential risks and opportunities of the investment decision, and to make an investment decision only on the basis of all available information about the Company after consulting with its own lawyers, tax and/or financial advisors. It should be noted that approval of the Prospectus by the CSSF is not to be construed as an endorsement of the relevant securities.
A public offer of the securities mentioned in this publication is being made exclusively on the basis of and in accordance with the securities prospectus and only in the Federal Republic of Germany and the Grand Duchy of Luxembourg. In particular, neither a public offering nor a solicitation of an offer to purchase securities in the United States of America, Japan, Canada, New Zealand or Australia will be made.
The securities mentioned in this publication have not been and will not be registered under the United States Securities Act of 1933 (the “Securities Act”) or the securities laws of any state of the United States of America and may not be admitted to trading in or into the United States of America or into or on behalf of or for the account or benefit of a U.S. person or entity.The securities may not be offered, offered, sold, pledged, transferred or delivered (directly or indirectly) to, or for the account or benefit of, any person (as such term is defined in Regulation S under the Securities Act) absent registration or an exemption from, or pursuant to an exemption from, the registration requirements of the Securities Act or a transaction not subject to the registration requirements of the Securities Act and in any event in accordance with the securities laws of any state of the United States.
This publication may contain future-oriented statements. Future-oriented statements are all statements that do not refer to historical facts or events. This applies in particular to statements about the intentions, beliefs or current expectations of the Company with respect to its future financial performance, plans, liquidity, prospects, growth, strategy and profitability as well as the economic environment in which the company operates. The future-oriented statements are based on current estimates and assumptions made by the company to the best of its knowledge. However, such forward-looking statements are subject to risks and uncertainties because they relate to future events and are based on assumptions that may not occur in the future. The company is not obliged to update or modify the future-oriented statements contained in this publication to reflect events or circumstances occurring after the date of this publication, unless they contain insider information subject to publication requirements.
publity AG plans to issue a corporate bond with exchange offer for convertible bond 2015_2020