DGAP-Adhoc: Heidelberger Druckmaschinen AG: Heidelberger Druckmaschinen Aktiengesellschaft announces the issuance of convertible notes

Heidelberger Druckmaschinen AG / Key word(s): Bond/Issue of Debt

02.07.2013 18:05

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a company of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES
OF AMERICA, CANADA, JAPAN, AUSTRALIA OR ANY JURISDICTION IN WHICH SUCH
PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE PROHIBITED BY APPLICABLE LAW

Heidelberger Druckmaschinen Aktiengesellschaft, Heidelberg, 2 July 2013

HEIDELBERGER DRUCKMASCHINEN AKTIENGESELLSCHAFT announces the issuance of
convertible notes

The Management Board of Heidelberger Druckmaschinen Aktiengesellschaft
resolved today, with the consent of the Supervisory Board, to issue
unsubordinated, unsecured convertible notes convertible into shares of
Heidelberger Druckmaschinen Aktiengesellschaft. The convertible notes (each
with denomination of EUR 100,000) will be offered in an accelerated
bookbuilding only to institutional investors outside the US or any other
jurisdiction in which offers or sales of the securities would be prohibited
by applicable law.

The issue size will be up to EUR 60 million. The Convertible Notes will be
convertible into up to 22,900,763 no-par value shares (this corresponds to
9.776 percent of the current share capital of the Company). The Convertible
Notes will have a maturity of 4 years with an early redemption option of
the Company upon the occurrence of certain conditions. The Convertible
Notes will be issued and redeemed at 100 percent of their principal amount.
The coupon will be between 7.50 percent and 8.50 percent p.a., payable
quarterly in arrears. The initial conversion price is set at EUR 2.62. The
pre-emptive rights of existing shareholders of Heidelberger Druckmaschinen
Aktiengesellschaft have been excluded.

Pricing for the convertible bonds is expected to take on July 3, 2013, with
settlement on or around July 10, 2013.

BofA Merrill Lynch and MainFirst Bank AG are acting as Joint Bookrunners
and Joint Lead Managers for the placement of the Convertible Notes.

The Company intends to apply for the inclusion of the Convertible Notes to
trading on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange.

The Company plans to use the proceeds from the issue of the Convertible
Notes for general corporate financing purposes.

HEIDELBERGER DRUCKMASCHINEN AKTIENGESELLSCHAFT - The Management Board

Important note:

The distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not contain or constitute an offer of, or the
solicitation of an offer to buy, shares or convertible notes to any person
in the United States of America, Italy, Australia, Canada, South Africa or
Japan or in any jurisdiction to whom or in which such offer or solicitation
is unlawful.

The convertible notes have not been and will not be registered under the
Securities Act of 1933, as amended (the 'Securities Act') and may not be
offered or sold in the United States of America absent registration or an
applicable exemption from the registration requirements under the
Securities Act.

This announcement contains forward-looking statements based on assumptions
and estimations by the Management Board of Heidelberger Druckmaschinen
Aktiengesellschaft. Even though the Management Board is of the opinion that
those assumptions and estimations are realistic, the actual future
development and results may deviate substantially from these
forward-looking statements due to various factors, such as changes in the
macro-economic situation, in the exchange rates, in the interest rates and
in the print media industry. Heidelberger Druckmaschinen Aktiengesellschaft
gives no warranty and does not assume liability for any damages in case the
future development and the projected results do not correspond with the
forward-looking statements contained in this press release.

No reliance may be placed for any purpose on the information contained in
this announcement or its accuracy or completeness.

Contact:
Heidelberger Druckmaschinen AG
Corporate Public Relations
Thomas Fichtl
Phone: +49 (0)6221 92 5900
Mobile: +49 (0)173 318 69 47
Fax: +49 (0)6221 92 5088
E-Mail: thomas.fichtl@heidelberg.com

Investor Relations
Robin Karpp
Phone: +49 (0)6221 92-6020
Fax: +49 (0)6221 92-5189
E-mail: robin.karpp@heidelberg.com

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Information and Explaination of the Issuer to this News:

July 2, 2013

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES
OF AMERICA, CANADA, JAPAN, AUSTRALIA OR ANY JURISDICTION IN WHICH SUCH
PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE PROHIBITED BY APPLICABLE LAW

Heidelberg resolves the issuance of a convertible bond to optimize its
financing structure

- Heidelberg plans the placement of a convertible bond in the amount of
up to EUR 60 million

- Term of 4 years improves maturity profile

- New element of capital market financing

- Proceeds from the offering to be used for general corporate financing
purposes

Heidelberger Druckmaschinen Aktiengesellschaft (Heidelberg) intends to
further optimize its existing financing structure. For this purpose, the
company's Management Board resolved today, with the consent of
theSupervisory Board, to issue a convertible bond with conversion rights
into Heidelberg shares.

The convertible bond has a maturity of 4 years and an issue size of up to
EUR 60 million. It will be convertible into up to 22,900,763 no-par value
shares (corresponding to 9.776 percent of the company's current share
capital).

'The convertible bond will diversify our financing framework and at the
same time further improve our maturity profile', said Dirk Kaliebe, the
company's CFO. 'It is a new element in Heidelberg's corporate financing and
provides an opportunity to optimize our capital structure.'

With the planned issuance of the convertible bond, and by utilizing the
Contingent Capital 2012, Heidelberg avails itself of the currently
attractive capital market environment for a partial repayment of the
syndicated credit line and for general corporate financing purposes.

Upon the occurrence of certain conditions, the convertible bond has an
early redemption option of the Company. The coupon will be between 7.50
percent and 8.50 percent p. a., payable quarterly in arrears. The initial
conversion price is set at EUR 2.62. The subscription rights of existing
shareholders of Heidelberger Druckmaschinen Aktiengesellschaft are
excluded.

Pricing for the convertible bond is expected to take place on July 3, 2013,
with settlement on or around July 10, 2013.

BofA Merrill Lynch and MainFirst Bank AG are acting as Joint Bookrunners
and Joint Lead Managers for the offering of the convertible bond. The
convertible bond will be offered in an accelerated bookbuilding only to
institutional investors outside the US or any other jurisdiction in which
offers or sales of the securities would be prohibited by applicable law.

The company intends to apply for the inclusion of the convertible bond to
trading on the open market (Freiverkehr) of the Frankfurt Stock Exchange.

Subsequent to the planned issuance Heidelberg's financing structure will
basically consist of a syndicated credit line totaling around EUR 420
million with a term until the end of 2014, the convertible bond in the
amount of up to EUR 60 million maturing in mid-2017 and a high-yield bond
of EUR 304 million with a maturity until April 2018.

'Heidelberg's funding requirements shall be covered by medium- to long-term
capital market instruments', says Dirk Kaliebe. 'Combined with the
revolving credit facility, these instruments will serve to secure a stable
liquidity framework.'

For images and further information on the company, please refer to the
Press Lounge of Heidelberger Druckmaschinen AG at www.heidelberg.com.

For further information, please contact:
Heidelberger Druckmaschinen AG

Corporate Public Relations
Thomas Fichtl
Phone: +49 (0)6221 92-5900
Fax: +49 (0)6221 92-5088
E-mail: thomas.fichtl@heidelberg.com

Investor Relations
Robin Karpp
Phone: +49 (0)6221 92-6020
Fax: +49 (0)6221 92-5189
E-mail: robin.karpp@heidelberg.com

Important note:
The distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not contain or constitute an offer of, or the
solicitation of an offer to buy, shares or convertible notes to any person
in the United States of America, Italy, Australia, Canada, South Africa or
Japan or in any jurisdiction to whom or in which such offer or solicitation
is unlawful.

The convertible notes have not been and will not be registered under the
Securities Act of 1933, as amended (the 'Securities Act') and may not be
offered or sold in the United States of America absent registration or an
applicable exemption from the registration requirements under the
Securities Act.

Merrill Lynch International and MainFirst Bank AG are acting exclusively
for Heidelberger Druckmaschinen Aktiengesellschaft and no-one else in
connection with the convertible notes offering. They will not regard any
other person as their respective clients in relation to the convertible
notes offering and will not be responsible to anyone other than
Heidelberger Druckmaschinen Aktiengesellschaft for providing the
protections afforded to their respective clients, nor for providing advice
in relation to the convertible notes offering, the contents of this
announcement or any transaction, arrangement or other matter referred to
herein.

In connection with the convertible notes offering, Merrill Lynch
International and MainFirst Bank AG and any of their affiliates, acting as
investors for their own accounts, may subscribe for or purchase convertible
notes of Heidelberger Druckmaschinen Aktiengesellschaft and in that
capacity may retain, purchase, sell, offer to sell or otherwise deal for
their own accounts in such convertible notes and other securities of
Heidelberger Druckmaschinen Aktiengesellschaft or related investments in
connection with this convertible notes offering or otherwise. Merrill Lynch
International and MainFirst Bank AG do not intend to disclose the extent of
any such investment or transactions otherwise than in accordance with any
legal or regulatory obligations to do so.

None of Merrill Lynch International and MainFirst Bank AG or any of their
respective directors, officers, employees, advisers or agents accepts any
responsibility or liability whatsoever for or makes any representation or
warranty, express or implied, as to the truth, accuracy or completeness of
the information in this announcement (or whether any information has been
omitted from the announcement).

This announcement contains forward-looking statements based on assumptions
and estimations by the Management Board of Heidelberger Druckmaschinen
Aktiengesellschaft. Even though the Management Board is of the opinion that
those assumptions and estimations are realistic, the actual future
development and results may deviate substantially from these
forward-looking statements due to various factors, such as changes in the
macro-economic situation, in the exchange rates, in the interest rates and
in the print media industry. Heidelberger Druckmaschinen Aktiengesellschaft
gives no warranty and does not assume liability for any damages in case the
future development and the projected results do not correspond with the
forward-looking statements contained in this press release.

No reliance may be placed for any purpose on the information contained in
this announcement or its accuracy or completeness.

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Language: English
Company: Heidelberger Druckmaschinen AG
Kurfürsten-Anlage 52-60
69115 Heidelberg
Germany
Phone: +49 (0)6221 92-60 22
Fax: +49 (0)6221 92-51 89
E-mail: investorrelations@heidelberg.com
Internet: www.heidelberg.com
ISIN: DE0007314007
WKN: 731400
Indices: SDAX
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
in Berlin, Düsseldorf, Hamburg, Hannover, München, Stuttgart

End of Announcement DGAP News-Service

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