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EANS-Adhoc ams AG / Repurchase of its Convertible Bonds (USD 350,000,000 0.875% Convertible Bond 2017 ? 2022 as well as EUR 600,000,000 Zero-Coupon Convertible Bond 2018 ? 2025) by ams AG, Premstaetten, Austria

Nachrichtenagentur: news aktuell
12.03.2019, 20:25  |  504   |   |   
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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.
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12.03.2019

Premstaetten -

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) ("USD-Convertible
Bond"). 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 USD-
Convertible Bond is admitted to trading on
the Open Market of the Frankfurt Stock
Exchange (ISIN: DE000A19PVM4).
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)
("EUR-Convertible Bond", and together with
Basis and Scope of the Repurchase the USD-Convertible Bond, "Convertible
Bonds"). The ams-Bearer Shares necessary in
case of a conversion of the EUR-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 EUR-Convertible Bond is also
admitted to trading on the Open Market of
the Frankfurt Stock Exchange (ISIN:
DE000A19W21L5).
The management board of ams has decided on 6
November 2018 to repurchase the Convertible
Bonds up to a maximum amount of USD
100,000,000 (at the date of this repurchase
announcement corresponding to approximately
EUR 89,000,000 or CHF 101,000,000).
The share capital of the Company is
currently divided into 84,419,826 ams-Bearer
Shares. Based thereon, the agreed partial
repurchase of the Convertible Bonds relates
to sale rights in the total maximum amount
of 9.10% of the share capital.
ams' current share repurchase program for
ams-Bearer Shares, which will be upheld
until 8 November 2019 at the latest, remains
unaffected by the present repurchase program
for the Convertible Bonds.
The purpose of the partial repurchase of the
Convertible Bonds is (i) the reduction of
liabilities from the Convertible Bonds
Purpose through the repurchase and the cancellation
of the repurchased Convertible Bonds and
(ii) the improvement of the capital
structure.
The partial repurchase of the Convertible
Bonds will start on 27 March 2019 and be
upheld until 30 December 2019 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
Over-the-Counter and Stock Exchange usual for convertible bonds, be executed via
Trading over-the-counter trading (OTC trading) 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
Maximum Daily Repurchase Volume Infrastructures and Market Conduct in
Securities and Derivatives Trading ("FMIO")
amounts to USD 5,000,000 for the USD-
Convertible Bond and EUR 8,000,000 for the
EUR-Convertible Bond.
Citigroup Global Markets Limited, London
Mandated Bank ("Citigroup") 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
Delegation Agreement place between ams and Citigroup under which
Citigroup independently carries out
repurchases in compliance with defined
parameters.
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 11 March 2019, ams held directly and
indirectly 3,251,102 ams-Bearer Shares,
which corresponds to 3.85% of ams' voting
rights and share capital. ams did at the

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