NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE RELEASE WOULD BE UNLAWFUL
- Offer for subscription of the EUR 15 Mio. 2.00% Convertible Bonds 2020/2026 (ISIN: DE000A289N86) will be made exclusively to the holders of SLM Solutions’ shares (ISIN DE000A111338) and to the holders of the convertible bonds 2017/2022 issued by SLM Solutions in 2017 (ISIN DE000A2GSF58)
- Subscription period ends on July 10, 2020, 12:00 noon (CEST)
- Offer of 15,000 partial bonds with a denomination of EUR 1,000 and subscription rights to a second and third tranche of convertible bonds in a volume of up to approx. EUR 45 million (if issued)
- Use of the expected net proceeds of approx. EUR 14.5 million to fund working capital requirements, development projects, expansion of the international sales and service network and for general corporate purposes
- Shareholders of the Company and holders of the convertible bond 2017/2022 who do not exercise their right to subscribe for this first tranche of the new convertible bonds will not be eligible to receive a subscription right with respect to the additional convertible bonds (if issued)
Luebeck, June 24, 2020 – The period for subscription of convertible bonds from the first tranche of new convertible bonds (the “Convertible Bonds”) of SLM Solutions Group AG (the "Company" or "SLM Solutions") begins on June 26, 2020 and ends on July 10, 2020, 12:00 noon (CEST). In a public subscription offer in the Federal Republic of Germany, the Company is offering senior unsecured convertible bonds in bearer form ranking pari passu among themselves with an aggregate principal amount of EUR 15.0 million. The subscription offer, which will be published in the Federal Gazette (Bundesanzeiger) and on the Company’s website on June 25, 2020, will be made exclusively to the holders of SLM Solutions’ Shares (ISIN DE000A111338) and to the holders of the convertible bonds 2017/2022 issued by SLM Solutions in 2017 (ISIN DE000A2GSF58). Instructions by investors regarding the exercise of subscription rights have to be addressed to their respective custodian banks. Any Convertible Bonds not subscribed for by the end of the subscription period, if any, will be subscribed by the Company’s shareholder Cornwall GmbH & Co. KG, who secures the full placement of the Convertible Bonds on the basis of a financing agreement concluded and announced on March 26, 2o2o.
SLM Solutions will offer 15,000 partial bonds, due on September 30, 2026, with a nominal value of EUR 1,000 per bond and a nominal interest rate of 2.00% p.a. The bonds are initially convertible into up to 2,222,222 ordinary bearer shares with no-par value (Stückaktien) of the Company at an initial conversion price of EUR 6.75 per share. A conversion will generally only be possible from July 2022.
Meddah Hadjar, CEO of SLM Solutions adds: “The additional funding helps to weather the volatility and uncertainty caused by the ongoing COVID-19 pandemic. In the past 12 months, we have made meaningful progress to put SLM Solutions back on a path of successful development. The offering gives existing shareholders and convertible bondholders the opportunity to invest in the future of the company.“
Dirk Ackermann, CFO of SLM Solutions: “SLM Solutions will use a major part of the net proceeds for general corporate purposes, including working capital requirements, but also to drive forward our development projects, in particular our next generation machine, and to expand our international sales and service network. Cornwall GmbH & Co. KG as our largest shareholder ensures the success of the bond placement through backstopping the offering.“
The International Securities Identification Number (ISIN) of the new convertible bonds is DE000A289N86. The Company does currently not intend to apply for a listing of the new convertible bonds on any domestic or foreign stock exchange.
Upon fulfilment of certain conditions precedent, which mainly relate to the achievement of certain future growth targets of SLM Solutions, the Company will issue up to two further tranches of convertible bonds with essentially identical terms. The first of the further tranches amounting to EUR 15.0 million and the second to at least approx. EUR 30 million. If one or both of these further tranches are issued, each person holding convertible bonds at the relevant record date will be granted a subscription right with respect to Tranche II bonds and Tranche III bonds, respectively.
Shareholders of the Company and holders of the convertible bond 2017/2022 who do not exercise their right to subscribe for this first tranche of the new convertible bonds will therefore not be eligible to receive a subscription right with respect to the additional tranches of convertible bonds (if issued).
A public offer of the new convertible bonds will be made exclusively in the Federal Republic of Germany and on the basis of the Company's securities prospectus which has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) on 24 June 2020 and is available for download on the SLM Solutions Group AG website in the "Investor Relations" area under the section "Convertible Bond 2020/2026".
About the company:
Lübeck-based SLM Solutions Group AG is a leading provider of metal-based additive manufacturing technology. The company's shares are traded in the Prime Standard of the Frankfurt Stock Exchange. SLM Solutions focuses on the development, assembly and sale of machines and integrated system solutions in the field of selective laser melting. SLM Solutions currently employs over 400 members of staff in Germany, France, Italy, the USA, Singapore, Russia, India and China. The products are utilised worldwide by customers in particular from the aerospace, energy, healthcare and automotive industries.
This publication does not constitute or form part of and should not be construed as an offer or an invitation to sell, or issue or the solicitation of any offer to buy or subscribe for, any securities. A public offer of the Company’s Convertible Bonds will be made exclusively in the Federal Republic of Germany and on the basis of the Company's securities prospectus approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) on 24 June 2020, which is available on the Company's website (https://www.slm-solutions.com) in the "Investor Relations" area under the section "Convertible Bond 2020/2026". The acceptance of the offer outside the Federal Republic of Germany may be subject to restrictions. Persons who wish to accept the offer outside the Federal Republic of Germany are requested to inform themselves about applicable restrictions.
This publication does, in particular, not constitute an offer to sell or a solicitation of an offer to purchase any securities in the United States of America. The Company’s Convertible Bonds have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the laws of any state within the U.S., and may not be offered or sold in the United States or to "U.S. persons" (as defined in Regulation S of the Securities Act), except in accordance with an exemption from the registration requirements of the Securities Act and the securities laws of the individual states of the United States of America.