Not for direct or indirect circulation, publication or distribution in or to the United States, Australia, Canada, South Africa or Japan or other jurisdictions in which the distribution or publication is illegal.
The convertible bonds have a term of 5 years, are issued at 100% of their nominal amount and will pay a coupon of 3.00% p.a. The initial conversion price amounts to EUR 155.00, which corresponds to a conversion premium of approx. 21.4837% above the reference price (as of 18 October 2017).
The convertible bonds were exclusively offered to institutional investors outside the United States of America, Canada, Australia, South Africa and Japan or other countries where the offer or the sale of securities is subject to statutory restrictions. The convertible bonds will be issued by the Company on 26 October 2017 and are to be included in trading on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange.
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.
ICF BANK AG acted as sole lead manager for the transaction.
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 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 communication and the offer and sale of the bonds may be legally restricted in certain jurisdictions. Persons who read this communication should obtain information about any such restrictions themselves and comply with them.
This 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 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.