On 8 May 2014, Agfa-Gevaert NV (“Agfa”) launched an unconditional public exchange offer (the “Exchange Offer”) on all fixed rate bonds (ISIN Code: BE0002215813, previously ISIN Code: XS0218652906) for an aggregate amount of EUR 189,000,000, maturing on 2 June 2015 and having a gross coupon of 4.375% (the “Existing Bonds”).
“The exchange offer forms part of our efforts to extend part of our current financing with four years until 2019. The operation was considered to be an opportunity in light of the current market conditions and the achieved result is fully in line with our expectations. This will allow us to keep our financing diversified, also in the future,” says Kris Hoornaert, CFO of the Agfa-Gevaert Group.
Exchange Offer terms
The holders of the Existing Bonds were able to exchange their Existing Bonds for new bonds with a nominal amount of EUR 1,000, having a gross coupon of 5.35% per annum and maturing on 2 June 2019 (ISIN Code: BE 0002213792) (the “New Bonds”).
The net actuarial yield of the New Bonds for individuals who are tax resident in Belgium (taking into account the Belgian withholding tax of 25%) amounts to 3.633% per annum (calculated in economic terms on the basis of a reference market price of the existing bonds of 101.708% on 8 May 2014 and under the assumption that the New Bonds will be held from their issue date until their maturity date, at which time they will be repaid at 100% of their nominal value).
Results of the Exchange Offer
At the end of the exchange period on 22 May 2014, Existing Bonds representing an aggregate nominal amount of EUR 42,329,000 were tendered into the Exchange Offer. The Exchange Offer will not be re-opened. The Existing Bonds exchanged in the Exchange Offer will be cancelled by Agfa. As a consequence, Existing Bonds for an aggregate nominal amount of EUR 146,671,000 will remain outstanding. The Existing Bonds that were not tendered in the Exchange Offer will remain listed on the regulated market of NYSE Euronext Brussels until their final maturity date.
The New Bonds, representing an aggregate nominal amount of EUR 42,329,000, will be issued on 2 June 2014. The New Bonds will be listed on the regulated market of NYSE Euronext Brussels.
In this operation, KBC Bank NV acts as dealer manager and centralising agent.
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Agfa is providing the information in this press release as of this date and does not undertake any obligation to update any forward-looking statements contained in this press release in light of new information, future events or otherwise. Agfa disclaims any liability for statements made or published by third parties and does not undertake any obligation to correct inaccurate data, information, conclusions or opinions published by third parties in relation to this or any other press release issued by Agfa.
THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW.
This press release should be read together with the prospectus dated 8 May 2014 in relation to the Exchange Offer (the “Prospectus”), which is available on the website of Agfa (www.agfa.com) and the website of KBC Bank NV (www.kbc.be/www.cbc.be). This announcement and the Prospectus have been prepared in connection with a public exchange offer of bonds in Belgium. The Exchange Offer was not addressed to any person who is not (a) located in Belgium or (b) a “qualified investor” within the meaning of Directive 2003/71/EC, as amended, located in a member state of the European Economic Area who is authorised to accept the Exchange Offer in such member state. The distribution of this announcement and any other information relating to the Exchange Offer in certain jurisdictions may be restricted by law. Any persons reading this warning should inform themselves of and observe any such restrictions.
This announcement constitutes publicity within the meaning of article 33 of the Law of April 1, 2007 on public takeover bids. It is not a prospectus within the meaning of the Law of April 1, 2007 on public takeover bids.
Director Corporate Communication
Tel nr.: +32 (0) 3 444 7124
Fax nr.: +32 (0) 3 444 4485
Corporate Press Relations Manager
Tel nr.: +32 (0) 3 444 8015
Fax nr.: +32 (0) 3 444 4485