EANS-Adhoc: ams AG / Repurchase of Convertible Bonds - ATTACHMENT EAE

Montag, 22. März 2021 18:31
--------------------------------------------------------------------------------
  Disclosed inside information pursuant to article 17 Market Abuse Regulation
  (MAR) transmitted by euro adhoc with the aim of a Europe-wide distribution.
  The issuer is responsible for the content of this announcement.
--------------------------------------------------------------------------------

No Keyword
22.03.2021

Premstaetten - Repurchase of Convertible Bonds (USD 350,000,000 0.875%
Convertible Bond 2017 - 2022, EUR 600,000,000 Zero-Coupon Convertible Bond 2018
- 2025) as well as EUR 760,000,000 2.125% Convertible Bond 2020-2027) by ams AG,
Premstaetten, Austria

                                  ams AG, with its corporate seat at Tobelbader
                                  Strasse 30, 8141 Premstaetten, Austria ("ams"
                                  or "Company"), has issued on 28 September 2017
                                  a 0.875% convertible bond in the amount of USD
                                  350,000,000 with a five-year maturity (until
                                  28 September 2022) and a denomination of USD
                                  200,000 per bond (ISIN: DE000A19PVM4) ("2017-
                                  USD-Convertible Bond"). Between 12 March and
                                  30 December 2019, the Company has already
                                  repurchased and cancelled USD-Convertible
                                  Bonds in the amount of USD 29,600,000.
                                  Currently still outstanding are therefore
                                  2017-USD-Convertible Bonds in the amount of
                                  USD 320,400,000.
                                  On 5 March 2018, ams has issued a zero-coupon
                                  convertible bond in the amount of EUR
                                  600,000,000 with a seven-year maturity (until
                                  5 March 2025) and a denomination of EUR
                                  200,000 per bond (ISIN: DE000A19W2L5) ("2018-
                                  EUR-Convertible Bond"). Between 12 March and
                                  30 December 2019, the Company has already
                                  repurchased and cancelled EUR-Convertible
                                  Bonds in the amount of EUR 75,600,000.
                                  Currently still outstanding are therefore
                                  2018-EUR-Convertible Bonds in the amount of
                                  EUR 524,400,000.
                                  On 3 November 2020, ams has issued a third
                                  convertible bond, this time a 2.125%
Basis and Scope of the Repurchase convertible bond in the amount of EUR
                                  760,000,000 with a seven-year maturity (until
                                  3 November 2027) and a denomination of EUR
                                  100,000 per bond (ISIN: DE000A283WZ3) ("2020-
                                  EUR-Convertible Bond" and together with the
                                  2017-USD-Convertible Bond and the 2018-EUR-
                                  Convertible Bond, "Convertible Bonds").
                                  The ams-bearer shares, which are listed on the
                                  SIX Swiss Exchange (ISIN: AT0000A18XM4) ("ams-
                                  Bearer Shares"), necessary in case of a
                                  conversion of the USD-Convertible Bond will be
                                  at the sole discretion of the Company either
                                  created from authorized or conditional capital
                                  of the Company or delivered from already
                                  existing ams-Bearer Shares. The Convertible
                                  Bonds are particularly admitted to trading on
                                  the Open Market of the Frankfurt Stock
                                  Exchange.
                                  The management board of ams has decided to
                                  repurchase the Convertible Bonds up to a
                                  maximum amount of EUR 100,000,000 (at the date
                                  of this repurchase announcement corresponding
                                  to approximately USD 119,000,000 or CHF
                                  110,000,000).
                                  The share capital of the Company is currently
                                  divided into 274'289'280 ams-Bearer Shares.
                                  The resolved repurchase of the Convertible
                                  Bonds relates to sale rights in an amount of
                                  less than 10% of the share capital.
                                  The purpose of the repurchase of the
                                  Convertible Bonds is (i) the reduction of
Purpose                           liabilities from the Convertible Bonds through
                                  the repurchase and the cancellation of the
                                  repurchased Convertible Bonds and (ii) the
                                  improvement of the capital structure.


                                The repurchase of the Convertible Bonds will
                                start on 8 April 2021 and be upheld until 30
                                December 2021 at the latest.
Duration                        ams reserves the right to terminate this
                                repurchase program at any time and has no
                                obligation to repurchase any Convertible
                                Bonds at any time. ams will act as buyer
                                depending on market conditions.
                                The repurchase at market price will, as usual
Over-the-Counter and Stock      for convertible bonds, be executed over-the-
Exchange Trading                counter (OTC) and, where appropriate, at the
                                relevant international trading platforms.
                                The maximum daily repurchase volume according
                                to Art. 123 para. 1 lit. c of the Swiss
                                Ordinance on Financial Market Infrastructures
                                and Market Conduct in Securities and
Maximum Daily Repurchase Volume Derivatives Trading ("FMIO") amounts to USD
                                2,000,000 for the 2017-USD-Convertible Bond,
                                EUR 5,000,000 for the 2018-EUR-Convertible
                                Bonds and EUR 5,000,000 for the 2020-EUR-
                                Convertible Bond.
                                HSBC Trinkaus & Burkhardt AG, Dusseldorf,
Mandated Bank                   Germany ("HSBC") was mandated by ams to
                                execute the repurchase of the Convertible
                                Bonds.
                                There is a delegation agreement pursuant to
                                Art. 124 para. 2 lit. a and para. 3 FMIO in
                                place between ams and HSBC under which HSBC
                                independently carries out repurchases in
Delegation Agreement            compliance with defined parameters. ams has
                                the right to terminate this delegation
                                agreement without cause or to amend the
                                delegation agreement pursuant to Art. 124
                                para. 3 FMIO.
                                ams will provide on its website on-going
Publication of the repurchase   information on the repurchases carried out
transaction                     under the repurchase program: https://
                                ams.com/convertible-bond-buy-back.
                                As per 12 March 2021, ams held directly and
                                indirectly 13,615,960 ams-Bearer Shares,
                                which corresponds to 4.96% of ams' voting
                                rights and share capital. ams did at the same
                                time not hold any of its own Convertible
                                Bonds.
                                As per the date of this announcement, ams
                                disposes with respect to the 2017-USD-
Own Shares / Convertible Bonds  Convertible Bond of 4,863,056 sale rights
                                (with actual delivery) regarding 4,863,056
                                (or 1.77%) ams-Bearer Shares. With respect to
                                the 2018-EUR-Convertible Bonds, ams disposes
                                of 6,254,831 sale rights (with actual
                                delivery) regarding 6,254,831 (or 2.28%) ams-
                                Bearer Shares. With respect to the 2020-EUR-
                                Convertible Bonds, ams disposes of 27'416'137
                                sale rights (with actual delivery) regarding
                                27'416'137 (or 10%) ams-Bearer Shares.
                                According to the latest disclosure
                                notification of the respective shareholders
                                and shareholder groups, the following
                                shareholders or shareholder groups hold 3% or
Major Shareholders              more of the voting rights and the share
                                capital of ams (within the meaning of Art.
                                120 of the Swiss Federal Act on Financial
                                Market Infrastructures and Market Conduct in
                                Securities and Derivatives Trading ("FMIA")):


Derivative
                                Shareholder / Number     In % of acquisition-
                                Shareholder   Bearer     Votes   (AP) or
                                Group         Shares     and     sale-
                                                         Capital positions
                                                                 (SP)
                                Temasek
                                Holdings      4,562,465* 5.404%  -
                                (Private)
                                Limited
                                UBS Fund
                                Management    10,818,741 3.94%   -
                                (Switzerland)
                                AG
                                BlackRock,    9,610,705  3.5%    AP 0.106% /
                                Inc.                             SP 0.24%

                                * Disclosure notification of Temasek of 2018
                                before capital increase of ams in 2020 and
                                now increased number of outstanding shares of
                                ams, no further disclosure notifications by
                                Temasek since then.
                                ams does not have any knowledge as to whether
                                these shareholders and shareholder groups
                                hold Convertible Bonds and intend to offer
                                them under the repurchase program.
                                In accordance with the provisions in force,
                                ams confirms that at the time of the
Non-public information          publication of this announcement it has no
                                non-public information which could
                                significantly affect the decision of the
                                owners of Convertible Bonds.
                                The Takeover Board has rendered on 19 March
                                2021 in accordance with Chapter 6.2 of the
                                TOB Circular No. 1 of 27 June 2013 (status as
                                of 1 January 2016) the following order
                                (translation from German original):

                                  1. The repurchase of the 2017-USD-
                                     Convertible Bond (ISIN DE000A19PVM4),
                                     the 2018-EUR-Convertible Bond (ISIN
                                     DE000A19W2L5) and the 2020-EUR-
                                     Convertible Bond (ISIN DE000A283WZ3)
                                     issued by ams AG at market price up to a
                                     maximum amount of EUR 100,000,000 is
                                     exempted from the application of the
                                     ordinary rules governing public takeover
                                     offers.
                                  2. ams AG is granted the following
                                     exemptions from the requirements and
                                     conditions for repurchase programs:

                                       1. ams AG is authorized to conduct the
                                          repurchase program for the 2017-
                                          USD-Convertible Bond (ISIN
                                          DE000A19PVM4), 2018-EUR-Convertible
                                          Bond (ISIN DE000A19W2L5) and the
                                          2020-EUR-Convertible Bond (ISIN
                                          DE000A283WZ3) to the exclusion of
                                          the shares of ams AG.
                                       2. ams AG is authorized to conduct the
                                          repurchases though the mandated
Order of the Takeover Board               bank HSBC Trinkaus & Burkhardt AG
                                          over-the-counter (OTC) and, where
                                          appropriate, at the relevant
                                          international trading platforms.
                                       3. ams AG is permitted for the
                                          duration of the repurchase program
                                          to, in deviation of Art. 123 para.
                                          1 lit. c FMIO, conduct repurchases
                                          per day in the amount of up to USD
                                          2,000,000 for the 2017-USD-
                                          Convertible Bond (ISIN
                                          DE000A19PVM4), EUR 5,000,000 for
                                          the 2018-EUR-Convertible Bond (ISIN
                                          DE000A19W2L5) and EUR 5,000,000 for
                                          the 2020-EUR-Convertible Bond (ISIN
                                          DE000A283WZ3).

                                  3. This order will be published on the
                                     website of the Takeover Board after the
                                     publication of the repurchase
                                     announcement by ams AG.
                                  4. Should ams AG after the opening of this
                                     order, but before the publication of the
                                     repurchase announcement, decide to
                                     abstain from the repurchase of the 2017-
                                     USD-Convertible Bond, the 2018-EUR-
                                     Convertible Bond and the 2020-EUR-
                                     Convertible Bond, it will be refrained
                                     from the publication of this order.
                                  5. The fee to be paid by ams AG amounts to
                                     CHF 20,000.

                                Swiss Law (excluding the conflict of laws
Applicable Law and Jurisdiction rules of private international law) / City of
                                Zurich, Zurich 1, Switzerland


Note: This announcement does not constitute a prospectus within the meaning of
Art. 35 et seqq. of the Swiss Financial Services Act.

This offer is not made in the United States of America and to US persons and may
be accepted only by non-US persons and outside of the United States. Offering
materials with respect to this offer may not be distributed in or sent to the
United States and may not be used for the purpose of solicitation of an offer to
purchase or sell any securities in the United States.

                           ISIN         Securities Number
2017-USD-Convertible Bond  DE000A19PVM4 38458485
2018-EUR-Convertible Bond  DE000A19W2L5 40669152
2020-EUR-Convertible Bond  DE000A283WZ3 57944471


Place, Date Premstaetten, 22 March 2021

Further inquiry note:
Moritz M. Gmeiner
Vice President Investor Relations
Tel: +43 3136 500-0
Fax: +43 3136 500-931211
Email: investor@ams.com

end of announcement                         euro adhoc
--------------------------------------------------------------------------------

Attachments with Announcement:
----------------------------------------------
http://resources.euroadhoc.com/documents/314/0/10680155/1/ams_-_EN_-_Announcement_Repurchase_of_Convertible_Bonds__2021_.pdf

issuer:       ams AG
              Tobelbader Strasse   30
              A-8141 Premstaetten
phone:        +43 3136 500-0
FAX:          +43 3136 500-931211
mail:         investor@ams.com
WWW:          www.ams.com
ISIN:         AT0000A18XM4
indexes:      
stockmarkets: SIX Swiss Exchange
language:     English

EAX0006    2021-03-22/18:31

Slični linkovi: ams AG
Autor:
Ad-hoc-Mitteilung übermittelt durch euro adhoc.
Für den Inhalt ist der Emittent verantwortlich.