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18.10.2017
  • Schöneck, Germany

Ad-hoc announcement: GK Software AG decides to issue convertible bonds

Schöneck, 18 October 2017 - The Management Board of GK Software AG ("GK Software" or the "Company") today decided, with the approval of the Supervisory Board, to issue non-subordinated, unsecured convertible bonds in a total nominal amount of up to EUR 15,000,000 and with a term that runs until 26 October 2022. The convertible bonds can initially be converted into up to 100,000 new or existing ordinary GK Software AG bearer shares. The shareholders' subscription rights are excluded.

The convertible bonds will have a term of 5 years and be issued at 100% of their nominal amount of EUR 1,000.00 for each convertible bond and, unless previously converted or repurchased and redeemed, will be repaid at their nominal amount upon final maturity in accordance with their terms and conditions. The interest coupon for the convertible bonds will range between 2.75% and 3.25% per annum and will be payable annually in arrears. The conversion price will be between EUR 150.00 and EUR 155.00. This corresponds to a conversion premium of approx. 17.5649% - 21.4837% above the reference price (the volume-weighted average price of the share in XETRA trading in the last 10 trading days before the date of this publication). The interest rate, the total nominal amount and the initial conversion price will be determined shortly in the context of an accelerated book-building procedure.

The convertible bonds are expected to be issued on or about 26 October 2017 and will then be included in trading on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange.

According to the terms and conditions of the convertible bonds, GK Software AG will be entitled to terminate the convertible bonds at their nominal amount (plus any accrued interest) on or after 16 November 2020 if the price of the ordinary shares exceeds 130% of the then-current conversion price during a particular period of time, or terminate them at any time if no more than 20% of the originally issued total nominal amount of convertible bonds are outstanding.

The convertible bonds will be exclusively offered to institutional investors outside the United States of America, Canada, Australia, South Africa and Japan or other countries where the offer or sale of securities is subject to statutory restrictions. The minimum subscription volume for each investor will be EUR 100,000.00.

GK Software AG intends to invest the net proceeds from the issue mainly in further growth; it is particularly planning investments in solutions for new market segments and customer groups, new technologies like artificial intelligence, machine learning and the Internet of Things (IoT) as well as complementary products. In addition, the Company is also aiming to use some of the funds for long-term financing for the recently completed acquisition of prudsys AG as well as for general corporate purposes.

 

IMPORTANT INFORMATION

NOT FOR DIRECT OR INDIRECT CIRCULATION, PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN OR IN, OR TO PERSONS IN, OTHER JURISDICTIONS IN WHICH THE DISTRIBUTION IS ILLEGAL.

This ad-hoc communication is solely designed for information purposes and is not and does not contain any offer or invitation to sell or issue, or the solicitation of an offer to purchase or subscribe for, securities and does not form part of any such offer, invitation or solicitation and should not be interpreted as such. In the context of this transaction there has not been and will not be a public offer of the bonds. No prospectus will be prepared in connection with the offer of the bonds. The bonds may not be publicly offered in any jurisdiction under circumstances that require the issuer of the bonds to prepare or file a prospectus or an offer document for the bonds in the relevant jurisdiction.

The circulation of this ad-hoc communication and the offer and sale of the bonds may be legally restricted in certain jurisdictions. Persons who read this ad-hoc communication should obtain information about any such restrictions themselves and comply with them.

This ad-hoc communication does not represent an offer to sell or the solicitation of an offer to purchase securities in the United States. The securities described herein have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act"), as amended, or under the laws of a state in the United States and may not be offered or sold in the United States without registration or valid exemption from registration or as part of a transaction for which the registration provisions of the Securities Act do not apply. The bonds will not be offered in the United States. This ad-hoc communication and the information that it contains may not be distributed in or forwarded to the United States or other jurisdictions in which the offer or the sale of the securities mentioned herein is prohibited under applicable law, and should not be sent to publications generally distributed in the United States. The bonds will be exclusively offered and sold outside the United States in reliance on "Regulation S" under the Securities Act.

To the extent that the offer cited in this communication is made in member states of the European Economic Area (EEA) which have implemented the Prospectus Directive (a "Relevant Member State"), the offer will be exclusively directed at persons who are "qualified investors" within the meaning of the Prospectus Directive ("Qualified Investors"). For the purposes of this communication, the term "Prospectus Directive" means Directive 2003/71/EC (and any amendments to it, including Directive 2010/73/EU).

In the United Kingdom, this communication is only directed at professional investors within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (hereinafter referred to as the "Order") and high net worth companies within the meaning of Article 49(2) of the Order, and all persons to whom it may legally be distributed in any other way (these persons are jointly referred to as "Qualified Persons"). The bonds will only be available to Qualified Persons and each solicitation, offer or agreement to obtain, purchase or otherwise acquire such securities will only be issued to or made with Qualified Persons. Persons who are not Qualified Persons should not act with regard to or rely on this communication or its contents under any circumstances.

GK Software AG
Waldstraße 7
08261 Schöneck
Germany
WKN 757142
ISIN DE0007571424
Listed in: Frankfurt (Prime Standard)

(End of the inside information)

 

Contact:
Investor Relations
GK Software AG
Dr. René Schiller
Ph.: +49 (0)37464-84-264
Fax: +49 (0)37464-84-15
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