NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN
dormakaba Finance AG, a group company of dormakaba Holding AG, today successfully placed two bonds as dual tranche transaction worth a total of CHF 680 million in the Swiss capital market. The issue was lead-managed by UBS AG and Zürcher Kantonalbank, with Deutsche Bank as Senior Co-Manager and Commerzbank as Co-Manager. The proceeds of the issue will be used to pay off part of an existing syndicated credit facility, and in particular to fund the expansion of business activities in North America.
“dormakaba’s successful debut in the bond market allows us to fund our strategically important US acquisitions for the medium and long term as planned,” says Bernd Brinker, CFO of dormakaba Group.
The bonds, guaranteed by dormakaba Holding AG, are issued in the following two tranches:
- CHF 360 million bond 2017- 2021Coupon: 0.375% p.a.Payment date: 13 October 2017Issue price: 100.298%
- CHF 320 million bond 2017- 2025Coupon: 1.00% p.a.Payment date: 13 October 2017Issue price: 100.46%
An application will be made to list the bonds on the SIX Swiss Exchange.
This announcement appears as a matter of record only. All the above-referenced bonds have been placed, and this announcement constitutes neither an offer or a solicitation to purchase, buy or subscribe for the bonds described herein or other securities of the dormakaba Group, nor does it constitute (i) an offering prospectus pursuant to article 652a or article 1156 of the Swiss Code of Obligations, (ii) a listing prospectus as defined under the listing rules of the SIX Swiss Exchange Ltd, (iii) a prospectus or a supplement prospectus pursuant to Directive 2003/71/EC, as amended, of the European Parliament and Council dated 4 November 2003 (the "EU Prospectus Directive") or (iv) a prospectus or similar document under any other applicable laws. No action has been taken or will be taken in the relevant member states of the European Economic Area permitting a public offering of the bonds. A "relevant member state" is any member state which has implemented the EU Prospectus Directive. Investors should make their decision to sell, purchase, buy or subscribe for the bonds described herein or other securities of the dormakaba Group solely on the basis of the relevant offering documents. This announcement is also available in German. The German version shall prevail in the case of any inconsistencies.
THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND DEPENDENCIES, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), CANADA, JAPAN, AUSTRALIA OR ANY JURISDICTION INTO WHICH THE SAME WOULD BE UNLAWFUL.
THIS INFORMATION IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES OF AMERICA (THE "UNITED STATES" OR "U.S.") OR TO U.S. PERSONS OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM A PART OF ANY OFFER OR SOLICITATION TO PURCHASE, SUBSCRIBE FOR OR OTHERWISE ACQUIRE SECURITIES IN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA OR ANY JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS UNLAWFUL. THE BONDS HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED, (THE "SECURITIES ACT"), OR UNDER ANY SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, TAKEN UP, EXERCISED, RESOLD, RENOUNCED, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. SUBJECT TO CERTAIN EXCEPTIONS, THE BONDS ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATIONS UNDER THE SECURITIES ACT. THERE HAS BEEN AND WILL BE NO PUBLIC OFFER OF THE BONDS IN THE UNITED STATES.