K+S Aktiengesellschaft: K+S launches an offering of approximately €300 million convertible bonds due 2031

EQS-Ad-hoc: K+S Aktiengesellschaft / Key word(s): Capital measures / Other K+S Aktiengesellschaft: K+S launches an offering of approximately €300 million convertible bonds due 2031 09-Jun-2026 / 07:49 CET/CEST Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by EQS News - a service of EQS Group. The issuer is solely responsible for the content of this announcement.

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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH, OR TO PERSONS IN ANY JURISDICTION TO WHOM, SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION.

The Board of Executive Directors of K+S Aktiengesellschaft (the "Company") resolved today, with the consent of the Supervisory Board, to offer unsecured and unsubordinated convertible bonds in an aggregate principal amount of approximately €300 million, ISIN: DE000A460GW7 due 2031 (the "Bonds"). The Bonds will be convertible into up to 17.91 million new and/or existing no-par-value ordinary registered shares of the Company (Stückaktien) (the "Ordinary Shares"). The pre-emptive rights (Bezugsrechte) of the Company's existing shareholders to subscribe for the Bonds are excluded.

The Bonds will be offered by way of an accelerated bookbuilding process exclusively to institutional investors in certain jurisdictions outside the United States of America in reliance on Regulation S under the U.S. Securities Act of 1933, as amended, via a private placement (the "Offering").

The Bonds are expected to bear a coupon between 0.375% and 0.875% per annum, payable semi-annually in arrear.

The initial conversion price is expected to be set at a premium of between 30% and 35% above the reference share price (being the volume weighted average price (VWAP) of the Ordinary Shares on XETRA between launch and pricing of the Offering on June 9, 2026).

The Company will be entitled to redeem the Bonds at their principal amount (plus accrued interest) in accordance with the terms and conditions of the Bonds at any time (i) on or after July 26, 2029 if the share price is equal or exceeds 130% of the then prevailing conversion price over a certain period or (ii) if less than 20% of the aggregate principal amount of the Bonds remain outstanding. 

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