EQS-Adhoc: ams-OSRAM AG: ams OSRAM announces terms of fully underwritten Rights Issue

EQS-Ad-hoc: ams-OSRAM AG / Key word(s): Capital Increase
ams-OSRAM AG: ams OSRAM announces terms of fully underwritten Rights Issue

20-Nov-2023 / 07:15 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 AG.
The issuer is solely responsible for the content of this announcement.


Ad hoc Announcement pursuant to Art. 53 Listing Rules of SIX Swiss

ams OSRAM announces terms of fully underwritten Rights Issue

Premstaetten, Austria, and Munich, Germany (20 November 2023) — ams OSRAM
(SIX: AMS) announces the terms relating to the ordinary capital increase
with subscription rights (the “Rights Issue”) that has been approved at
the extraordinary general meeting on 20 October 2023.


Terms of fully underwritten Rights Issue

The management board of ams OSRAM decided on 20 November 2023 to issue
[724,154,662] new ordinary no-par value bearer shares with full dividend
rights as of January 1, 2023 (the “Offered Shares”) by way of a discounted
rights offering at an offer price of CHF [1.07] (the “Offer Price”) per
Offered Share, which corresponds to expected gross proceeds of
approximately CHF [775] million (approximately EUR [802] million). ams
OSRAM intends to use the proceeds from the Rights Issue, together with the
proceeds of its upsized and successfully priced offering of senior
unsecured notes announced on 16 November 2023 and the sale and leaseback
of the Group’s new Kulim 8-inch facility announced on 30 October 2023, to
redeem in full its outstanding $450,000,000 7% Senior Notes due 2025 and
€850,000,000 6% Senior Notes due 2025, repay amounts outstanding under
certain bank facilities, fund general corporate purposes, and pay related
fees and expenses.

For each existing ams OSRAM share, ams OSRAM shareholders will receive one
subscription right (each a “Right”). [4] Rights entitle each eligible
holder to purchase [11] Offered Shares at the Offer Price. The rights
exercise period will start on 22 November 2023 and end on 6 December 2023.
The Rights Issue is fully underwritten by a syndicate of banks.

ams OSRAM shareholders who decide not to participate in the Rights Issue
will have the opportunity to sell their Rights on the SIX Swiss Exchange
during the Rights trading period which is expected from 22 November 2023
to and including 4 December 2023.

The Rights Issue consists of a rights offering to existing shareholders,
subject to certain limitations based on residency, and an international
offering, in which the Offered Shares in respect of which Rights have not
been validly exercised may be sold to institutional investors or otherwise
in the market. The Rights Issue involves a public offering in Switzerland,
Austria and Germany as well as private placements to qualifying
institutional investors in certain jurisdictions outside Switzerland,
Austria and Germany in compliance with applicable securities laws.

The first trading day for the Offered Shares and the settlement and
delivery of the Offered Shares against payment of the Offer Price are
expected on or around 11 December 2023.


Indicative timetable for the Rights Issue

20 November 2023 Publication of prospectus
22 November 2023 Commencement of Rights exercise period
Commencement of Rights trading period
4 December 2023 17.15 CET: End of Rights trading period
6 December 2023 End of Rights exercise period
8 December 2023 Listing and admission to trading of the Offered Shares on
11 December 2023 Commencement of trading of the Offered Shares and
inclusion of the Offered Shares in the Company’s current
stock quotation on SIX
Settlement and delivery of the Offered Shares against
payment of the Offer Price


Important notice:

This ad hoc release is for informational purposes only and does not
constitute an offer to sell nor a solicitation to buy securities. Any
public offer will be made solely by means of, and on the basis of, a
securities prospectus (including any amendments thereto, if any) to be
approved by the Austrian Financial Market Authority
(Finanzmarktaufsichtsbehörde, “FMA”) and to be notified to the German
Federal Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht) and to be published on ams OSRAM’s website.
An investment decision regarding any publicly offered securities of ams
OSRAM should only be made on the basis of a securities prospectus. Any
orders relating to securities of ams OSRAM received prior to the
commencement of a public offering will be rejected. If a public offering
is to be made in Austria, a securities prospectus will be published
promptly upon approval by FMA in accordance with the European Prospectus
Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and will be
available on the ams OSRAM website.

These materials do not constitute or form a part of any offer or
solicitation to purchase or subscribe for securities in the United States
of America, Australia, Canada or Japan, or any other jurisdiction in
which, or to any person to whom, such offer or solicitation may be
unlawful. Any failure to comply with these restrictions may constitute a
violation of United States of America, Australian, Canadian, Japanese or
other applicable securities laws.

The shares of ams OSRAM have not been and will not be registered under the
U.S. Securities Act of 1933, as amended (the “Securities Act”) or the
securities laws of any state of the United States of America and may not
be offered or sold within the United States of America except pursuant to
an applicable exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable state or
local securities laws. There will be no public offering of shares in the
United States of America.

This announcement is not a prospectus for the purposes of Regulation (EU)
2017/1129 (the “Prospectus Regulation”) or Regulation (EU) 2017/1129 as it
forms part of domestic law in the United Kingdom by virtue of the European
Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”), and as such
does not constitute an offer to sell or the solicitation of an offer to
purchase securities of ams OSRAM. Investors should not subscribe for any
securities referred to in this announcement except on the basis of the
information contained in any prospectus or offering circular relating to
the securities.

This announcement is not a prospectus according to Articles 35 et seqq. of
the Swiss Financial Services Act (the “FinSA”) and does not constitute and
shall not, in any circumstances, constitute a public offering nor an
invitation to the public in connection with any offer within the meaning
of the FinSA. The offer will be made solely by means of, and on the basis
of, the prospectus published for such purpose which will be available free
of charge from ams-OSRAM AG and UBS AG ([1]swiss-prospectus@ubs.com)
during regular business hours, or on the ams OSRAM website
(https://ams-osram.com/investor-relations). An investment decision
regarding the publicly offered securities of ams OSRAM should only be made
on the basis of the prospectus.



About ams OSRAM:

The ams OSRAM Group (SIX: AMS) is a global leader in intelligent sensors
and emitters. By adding intelligence to light and passion to innovation,
we enrich people’s lives.  

With over 110 years of combined history, our core is defined by
imagination, deep engineering expertise and the ability to provide global
industrial capacity in sensor and light technologies. We create exciting
innovations that enable our customers in the automotive, industrial,
medical and consumer markets to maintain their competitive edge and drive
innovation that meaningfully improves the quality of life in terms of
health, safety and convenience, while reducing impact on the environment. 
Our around 20,000 employees worldwide focus on innovation across sensing,
illumination and visualization to make journeys safer, medical diagnosis
more accurate and daily moments in communication a richer experience. Our
work creates technology for breakthrough applications, which is reflected
in over 15,000 patents granted and applied. Headquartered in
Premstaetten/Graz (Austria) with a co-headquarters in Munich (Germany),
the group achieved over EUR 4.8 billion revenues in 2022 and is listed as
ams-OSRAM AG on the SIX Swiss Exchange (ISIN: AT0000A18XM4). 


Find out more about us on [2] https://ams-osram.com  


Ams is a registered trademark of ams-OSRAM AG. In addition, many of our
products and services are registered or filed trademarks of ams OSRAM
Group. All other company or product names mentioned herein may be
trademarks or registered trademarks of their respective owners.  

Join ams OSRAM social media channels: [3]>Twitter  [4]>LinkedIn 
[5]>Facebook  [6]>YouTube 


For further information


Investor Relations   Media Relations      

ams-OSRAM AG     ams-OSRAM AG   

Dr Juergen Rebel    Bernd Hops   

Senior Vice President    Senior Vice President   

Investor Relation    Corporate Communications 

T: +43 3136 500-0                    T  +43 3136 500-0  

[7]investor@ams-osram.com   [8]press@ams-osram.com     


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End of Inside Information


20-Nov-2023 CET/CEST News transmitted by EQS Group AG. www.eqs.com


Language: English
Company: ams-OSRAM AG
Tobelbader Straße 30
8141 Premstaetten
Phone: +43 3136 500-0
E-mail: investor@ams-osram.com
Internet: https://ams-osram.com/
ISIN: AT0000A18XM4
WKN: A118Z8
Listed: Regulated Unofficial Market in Berlin, Dusseldorf, Frankfurt,
Munich, Stuttgart, Tradegate Exchange; BX, SIX, Vienna Stock
Exchange (Vienna MTF)
EQS News ID: 1776649

End of Announcement EQS News Service

1776649  20-Nov-2023 CET/CEST


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