Not for release, publication or distribution in the United States of America, Canada, Japan or Australia
Ebikon, 29 May 2013: Schindler Holding AG ("Schindler") today launches exchangeable bonds ("bonds") which are exchangeable into registered shares of ALSO Holding AG ("ALSO"). The bonds have an envisaged total issue size of up to CHF 218.07 million and a maturity of four years. Assuming exchange of the bonds in full, Schindler would exit its participation in ALSO almost completely over the medium-term. This is also expected to substantially increase the free float of the ALSO shares.
As announced in March 2013, Schindler today launches bonds which are exchangeable into registered shares of ALSO. The bonds will initially have up to 3 619 962 ALSO registered shares held by Schindler as the exchange property.
The bonds shall have a maturity of four years, a coupon in the range of 0.375 – 0.875% per annum and an initial implied exchange price of CHF 60.24 per ALSO share. Each bond will have a denomination of CHF 5 000 nominal value. Issue and redemption price will amount to 100%. The definitive terms of the bonds will be announced following completion of a bookbuilding process today (subject to market conditions).
Assuming exchange of the bonds in full, Schindler would exit its participation in ALSO almost completely over the medium-term and at the same time increase the free float of the ALSO shares substantially. This would contribute significantly to increasing the attractiveness of the ALSO shares.
Schindler will apply for the listing of the bonds on SIX Swiss Exchange. Delivery of the bonds against payment is expected to take place on or about 5 June 2013. Schindler intends to use the proceeds from the bonds for investments in growth opportunities and to finance its ongoing share buyback program.
UBS is acting as Global Coordinator and Sole Bookrunner for Schindler in this transaction. The banking syndicate for the transaction further comprises Credit Suisse AG as Joint Lead Manager as well as Bank Vontobel AG and Zürcher Kantonalbank as Co-Managers.
This announcement does not constitute an offer to sell, a solicitation of an offer to buy any of the bonds described herein, or any kind of advice, nor shall there be any offer, solicitation or sale in any country or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any country or jurisdiction. This press release also does not constitute a prospectus as such term is understood pursuant to article 652a or article 1156 of the Swiss Federal Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange.
The relevant information on the bonds and the issuer is only available in the final prospectus which is currently expected to be published on 29 May 2013. The bonds are subject to the selling restrictions set out in the prospectus. The preliminary and the final prospectus are available free of charge at UBS AG, Prospectus Library, P.O Box, CH-8098 Zurich, Switzerland, and can be ordered by telephone (+41 44 239 4703), fax (+41 44 239 6914) or by e-mail (firstname.lastname@example.org). Copies of the prospectus will also be available at Schindler, Barbara Zäch, Head Investor Relations, Schindler Management Ltd., 6030 Ebikon, and can be ordered by telephone (+41 41 445 3061), fax (+41 41 445 3144) or by e-mail (email@example.com).
This announcement and the information contained herein are not for distribution in or into the United States of America and must not be distributed to U.S. persons (as defined in Regulation S of the U.S. Securities Act of 1933, as amended ("Securities Act")) or to publications with a general circulation in the United States. The securities referred to herein have not been and will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.
This announcement may include projections and other "forward-looking" statements within the meaning of applicable securities laws. Any such projections or statements reflect the current views of Schindler about further events and financial performance. No assurances can be given that such events or performance will occur as projected and actual results may differ materially from these projections.
Within the United Kingdom, this announcement is directed only at persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 ("relevant persons"). The investment or investment activity to which this announcement relates is only available to and will only be engaged in with relevant persons and person who receive this announcement who are not relevant persons should not rely or act upon it.