EQS-News: Salzgitter AG launches a EUR 500 million offering of bonds exchangeable for shares of Aurubis AG

NOT FOR DISTRIBUTION INTO THE U.S., Australia, Canada, Japan, South Africa OR IN ANY OTHER JURISDICTION IN WHICH, OR TO PERSONS IN ANY JURISDICTION TO WHOM, SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW
 

Salzgitter AG launches a EUR 500 million offering of bonds exchangeable for shares of Aurubis AG

The Management Board of Salzgitter AG, with the approval of its Supervisory Board, resolved today to launch an offering of senior unsecured bonds due 2032 (the "Bonds") exchangeable for existing no-par value ordinary bearer shares of Aurubis AG (the “Shares”) in an aggregate principal amount of EUR 500 million. The Bonds will be issued by Salzgitter AG (the “Issuer”) and will be offered by way of an accelerated bookbuilding to institutional investors outside the United States of America (the "United States") in reliance on Regulation S (Category 1) under the US Securities Act of 1933 as amended, as well as outside of Australia, Canada, Japan, South Africa and any other jurisdiction in which offers or sales of the Bonds would be prohibited by applicable law.

The proceeds will be used for general business purposes, further SALCOS stage one expenditure and restructuring measures. The Bonds are also issued to diversify the structure and tenor of the financing of the group.

The Bonds will be issued on or around 22 October 2025 (the “Issue Date”) at their principal amount of €100,000 each and will have a maturity of seven years. The Issuer may redeem all, but not some only, of the Bonds outstanding at their principal amount plus accrued interest as at the early redemption date (i) no earlier than 12 November 2030 if the Aurubis AG share price is equal to or exceeds 130 per cent. of the then applicable exchange price over a certain period, or (ii) if at any time the aggregate principal amount of the Bonds outstanding and held by persons other than the Issuer and its subsidiaries has fallen to 20 per cent. or less of the aggregate principal amount of the Bonds originally issued. Holders of the Bonds will be entitled to require an early redemption of their Bonds on the fifth anniversary of the Issue Date, at their principal amount plus accrued interest. The Bonds are expected to bear interest at a fixed rate comprised between 2.875% and 3.375% per annum, payable semi-annually in arrear on 22 April and 22 October in each year, with the first coupon to be paid on 22 April 2026.

The initial exchange price will be set at an exchange premium between 30% and 35% above the placement price of an existing Share in the concurrent Delta Placement, as defined below. The number of Shares of Aurubis AG underlying the Bonds will initially be up to approximately 3.4 million (representing approximately up to 7.5% of Aurubis AG's issued share capital). 

The Joint Global Coordinators have informed the Issuer that, concurrently with the placement of the Bonds, they intend to conduct a simultaneous placement of existing Aurubis AG Shares on behalf of certain subscribers of the Bonds who wish to sell such Shares in short sales to purchasers procured by the Joint Global Coordinators in order to hedge the market risk to which they are exposed with respect to the Bonds that they acquire (the “Delta Placement”). The placement price for the Shares in the Delta Placement shall be determined via an accelerated bookbuilding process that will be carried out by the Joint Global Coordinators. Salzgitter AG will not receive any proceeds from any sale of Shares in connection with the Delta Placement. The Joint Global Coordinators will commence the offering of the Bonds and the Delta Placement immediately, and books will open with immediate effect following the release of this announcement.

On or around the date hereof Salzgitter Mannesmann GmbH, a wholly-owned subsidiary of the Issuer, will enter into a stock lending arrangement (the “Stock Lending Facility”) with BNP PARIBAS or one of its affiliates, in respect of an aggregate of  up to 2,000,000 Shares (representing approximately up to 4.4% of Aurubis AG’s issued share capital), for the purpose of facilitating to the extent possible hedging activities of certain subscribers of the Bonds or any further acquirers of the Bonds. The Stock Lending Facility will have the same duration as the Bonds.

Application is intended to be made to include the Bonds in the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange.

The final terms of the Bonds are expected to be announced no later than 15 October 2025 through a separate pricing press release.

BNP PARIBAS, COMMERZBANK (in cooperation with ODDO BHF), Deutsche Bank and UniCredit are acting as Joint Global Coordinators and Joint Bookrunners in relation to the transaction. In the context of the placement, the Issuer and Salzgitter Mannesmann GmbH have agreed to a lock-up undertaking of 90 days after the settlement of the offering, subject to customary exceptions.

IMPORTANT NOTICE

This announcement and the information contained herein is restricted and may not be published, distributed or released, directly or indirectly, in the United States, Australia, Canada, Japan, South Africa or any other jurisdiction where such publication, distribution or release would be unlawful. Persons who are in possession of this document or other information referred to herein should inform themselves about and observe any such restrictions. Further, this announcement is for information purposes only and is not an offer of, or a solicitation of an offer to purchase, sell or subscribe for, securities in any jurisdiction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement is an advertisement and not a prospectus . It does not constitute an offer of, or a solicitation of an offer to purchase, sell or subscribe for, any securities in the United States, Australia, Canada, Japan, South Africa or any other jurisdiction in which offers of, or a solicitation of an offer to purchase, sell or subscribe for, securities would be prohibited by applicable law. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, an offer or offer to purchase, sell or subscribe securities in any jurisdiction.

In the United Kingdom, this announcement is only directed at "qualified investors" within the meaning of the UK Prospectus Regulation 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 document must not be acted on, or relied upon, by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

In member states of the European Economic Area the placement of, and invitation to submit any offer to purchase, sell or subscribe for, any securities described in this announcement is directed exclusively at persons who are "qualified investors" within the meaning of the EU Prospectus Regulation.

This announcement is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration under the Securities Act or an exemption from registration. Neither the bonds described in this announcement nor any shares to be delivered on exchange of the bonds have been or will be registered under the US Securities Act or any state securities law. There will be no public offer of these securities in the United States or in any other jurisdiction.

Solely for the purposes of the manufacturer's product approval process, 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 target market assessment in respect of the Bonds has led to the conclusion that: (i) the target market for the Bonds is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Bonds to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Bonds (a "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 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 legal selling restrictions in relation to any offering of the 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 group of investors to invest in, or purchase, or take any action whatsoever with respect to the Bonds.

The 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 United Kingdom ("UK"). For these purposes, a "retail investor" means (a) in the EEA, a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a Qualified Investor; and (b) in the UK, a person who is one (or more) of (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) no 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 (the "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 point (8) of Article 2(1) of Regulation (EU) no 600/2014 as it forms part of UK domestic law by virtue of the EUWA.

Consequently, no key information document required by Regulation (EU) no 1286/2014 (the "EU PRIIPs Regulation") or the EU PRIIPs Regulation as it forms part of UK domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Bonds or otherwise making them available to retail investors in the EEA or the UK has been prepared and therefore offering or selling the Bonds or otherwise making them available to any retail investor in the EEA or the UK may be unlawful under the EU PRIIPs Regulation and/or the UK PRIIPs Regulation.

This announcement does not constitute a recommendation or advice concerning the placement of any securities. Investors should consult a professional advisor as to the suitability of the placement of, or invitation to submit any offer to purchase, sell or subscribe for, any securities for the person concerned.

This announcement may include statements that are, or may be deemed to be, “forward-looking statements”. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms “believes“, “estimates“, “plans“, “projects“, “anticipates“, “expects“, “intends“, “may“, “will“ or “should“ or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect Salzgitter AG's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Salzgitter Group's business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward-looking statements speak only as of the date they are made.