EANS-News: Klöckner & Co SE / Klöckner & Co prices convertible bond offering

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Capital measures/Convertible bond

Duisburg (euro adhoc) - • Convertible bond with coupon of 2.50
% p.a. and 7 years maturity

• Conversion price set at EUR 28.00 / premium of 35.07%
• Proceeds of EUR 186.2 million to support long-term growth
Strategy Klöckner & Co 2020

The Management Board of Klöckner & Co SE ("Klöckner & Co") announces the pricing
of its offering of EUR 186.2 million unsubordinated unsecured convertible bonds
(the "Bonds") which may be initially converted into 6,650,000 common shares of
Klöckner & Co. The placement of the Bonds took place today by way of an
accelerated bookbuilding to institutional investors outside of the U.S. only.
Klöckner & Co intends to use the issue proceeds for its stated external
expansion strategy "Klöckner & Co 2020" and for general corporate purposes.
The Bonds will be issued by Klöckner & Co Financial Services S.A. (the
"Issuer"), a wholly-owned Luxembourg subsidiary of Klöckner & Co, guaranteed by
Klöckner & Co, and will be convertible into new or existing shares of Klöckner &
Co.
The Bonds will have a maturity of 7 years. The coupon of the Bonds was fixed at
2.50 % per annum being at the low end of the indicated range of 2.50 % to 3.00 %
per annum. Holders of the Bonds will be entitled to require the early redemption
of the Bonds on the fifth anniversary of the Settlement Date at the principal
amount together with accrued interest. The Issuer cannot call the Bonds for
redemption before the fifth anniversary of the Settlement Date, and thereafter
only if the share price of Klöckner & Co (over a specified period) exceeds 130 %
of the then prevailing conversion price. The conversion price has been set at
EUR 28.00, which represents a premium of 35.07% above the reference price of EUR
20.73.

Gisbert Rühl, CEO/ CFO of Klöckner & Co SE: "Today´s issuance of the
convertible bond is a further important step in the pursuit of our
Klöckner & Co 2020 strategy and will support us in achieving our
growth target to become the first global multi metal distributor."
Credit Suisse and Goldman Sachs International are acting as Joint
Bookrunners, Joint Lead Managers and sole syndicate members for the
offering. ***** Disclaimer NOT FOR DISTRIBUTION OR RELEASE IN OR INTO
THE UNITED STATES OF AMERICA (OR TO US PERSONS), AUSTRALIA, CANADA OR
JAPAN, OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE
PROHIBITED BY APPLICABLE LAW This press release contains certain
future-oriented statements. Such future-oriented statements rely on
current estimates and assumptions the Company has made to the best of
its knowledge. Said statements are affected by risks, uncertainties
and other factors, which may cause actual company results, including
the company's assets, financial condition and profitability, to
differ materially from or be more negative than any results
explicitly or implicitly assumed or described in these statements.
Our business operations are subject to a number of risks and
uncertainties that can lead to future-oriented statements, estimates
or forecasts becoming invalid. In view of such risks, uncertainties
and assumptions, future events mentioned in this press release may
also not occur. This press release does not constitute an offer to
sell or a solicitation of an offer to purchase any securities in the
United States. The securities referred to herein (including the Bonds
and the shares of Klöckner & Co) 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 or for the account
or benefit of U.S. persons, except in a transaction not subject to,
or pursuant to an applicable exemption from, the registration
requirements of the Securities Act or any state securities laws. This
press release and the information contained herein may not be
distributed or sent into the United States, or in any other
jurisdiction in which offers or sales of the securities described
herein would be prohibited by applicable laws and should not be
distributed to United States persons or publications with a general
circulation in the United States. No offering of the Bonds is being
made in the United States. In the United Kingdom, this press release
is only being distributed to and is only directed at (i) persons who
have professional experience in matters relating to investments
falling within Article 19(1) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the "Order") and (ii) high
net worth entities falling within Article 49(2) of the Order and
(iii) persons to whom it would otherwise be lawful to distribute it
(all such persons together being referred to as "relevant persons").
The Bonds are only available to, and any invitation, offer or
agreement to subscribe, purchase or otherwise acquire such Bonds will
be engaged in only with, relevant persons. Any person who is not a
relevant person should not act or rely on this press release or any
of its contents. From the announcement of the final terms of the
Bonds, the Joint Bookrunners may, to the extent permitted by and in
accordance with applicable laws and directives, effect transactions
with a view to supporting the market price of the Bonds and the
Shares at a level higher than that which might otherwise prevail.
Such stabilising, if commenced, may be discontinued at any time and
must be brought to an end no later than the earlier of 30 days after
the settlement date and 60 days after the date of allotment of the
Bonds. If commenced, such stabilising may lead to a market price of
the Bonds or the Shares which may be higher than the level that would
exist if no such stabilising measures were taken and may indicate to
the market a price stability which without such stabilising might not
prevail. However, there is no obligation on the Joint Bookrunners to
engage in such stabilisation activities and such stabilisation, if
commenced (which may not occur before the final terms of the Bonds
have been announced), may be discontinued at any time. ***** About
Klöckner & Co Klöckner & Co is the largest producer-independent
distributor of steel and metal products in the European and North
American markets combined. The core business of the Klöckner & Co
Group is the storage and distribution of steel and non-ferrous
metals. About 178,000 active customers are supplied through around
250 distribution locations by around 9,500 employees in 15 countries
in Europe and North America. During the financial year 2009, the
Company achieved sales of approximately EUR3.9 billion. The share of
Klöckner & Co SE is admitted to trading on the regulated market
segment (Regulierter Markt) of the Frankfurt Stock Exchange
(Frankfurter Wertpapierbörse) with simultaneous admission to the
sub-segment to the regulated market with further post-admission
obligations (Prime Standard). Klöckner & Co shares are listed in the
MDax® Index of Deutsche Börse. ISIN (share): DE000KC01000; WKN:
KC0100; Common Code: 025808576

Contact:
Dr. Thilo Theilen - Spokesperson
Head of Investor Relations & Corporate Communications

Telephone: +49 (0) 203-307-2050
Fax: +49 (0) 203-307-5025
Email: thilo.theilen@kloeckner.de

end of announcement euro adhoc
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ots Originaltext: Klöckner & Co SE
Im Internet recherchierbar: http://www.presseportal.de

Further inquiry note:

Dr. Jan Liersch

Tel.: +49 (0) 203 307-2284

Branche: Metal Goods & Engineering
ISIN: DE000KC01000
WKN: KC0100
Index: CDAX, Classic All Share, Prime All Share
Börsen: Frankfurt / regulated dealing/prime standard
Berlin / free trade
Hamburg / free trade
Stuttgart / free trade
Düsseldorf / free trade
München / free trade