Dürr AG successfully places € 150 million convertible bond

Bietigheim-Bissingen, September 24, 2020 – With the successful issue of a convertible bond, Dürr AG has additionally improved the structure and maturity profile of its funding. Placed today with institutional investors within the space of a few hours, the convertible bond for € 150 million was several times oversubscribed. It has a coupon of 0.75%, a maturity of approx. 5.3 years and a conversion premium of 40%. As is the case with other funding instruments of Dürr AG, a sustainability component is linked to the convertible bond. Dürr AG plans to use the proceeds from the issue for general corporate purposes and to continue its acquisition strategy. Moreover, the transaction forms part of the refinancing operations for financial liabilities of € 450 million falling due in 2021.

Ralf W. Dieter, CEO of Dürr AG: “We are thinking beyond the corona crisis and looking at further acquisitions to tap new growth potential. The convertible bond increases our scope to finance possible acquisitions for the long-term and on a cost-effective basis.” The Dürr Group has strengthened its portfolio in recent years through several acquisitions, including the purchase of the HOMAG Group (2014) and the environmental technology company Megtec/Universal (2018). This year, the Group took over the software specialist Techno-Step and increased its stake in HOMAG’s subsidiary Weinmann to 100%. In addition, the Group will shortly finalize the complete takeover of the sales company HOMAG China Golden Fields.

Dietmar Heinrich, CFO of Dürr AG: "With the convertible bond we have secured long-term funding at favorable terms. The placement is an important step in the current refinancing round, underlining our strong credit standing and the confidence shown on us by the capital markets. We will continue to focus on security and attractive conditions when redeeming further maturities.”

Dürr AG has linked a sustainability component to the convertible bond by entering into a separate interest rate derivative. If Dürr AG fails to improve its sustainability rating within a certain scope, it undertakes to pay a fixed amount to UniCredit Bank AG. UniCredit Bank will use this money to support sustainability projects. This will be determined on the basis of the EcoVadis sustainability rating.

The unsubordinated, unsecured convertible bond will have denomination of € 100,000 each and will be convertible into approx. 4.4 million new and/ or existing no par value ordinary Dürr AG shares. The coupon of 0.75% is payable annually in arrears, with the first interest payment to be made in January 2022. The convertible bond will be issued and redeemed at 100% of its principal amount. The initial conversion price has been fixed at € 34.22, representing a premium of 40% above the reference share price of € 24.4427.

The convertible bond was offered solely to institutional investors outside the United States of America, Canada, Japan, Australia and other jurisdictions in which it is prohibited by law to offer or sell convertible bonds. Dürr AG´s major shareholder, Heinz Dürr GmbH has subscribed to the convertible bonds for a total nominal value of € 5 million. The pre-emptive rights of the existing shareholders of Dürr AG were excluded in the accelerated bookbuilding process.

In the context of the offering, Dürr AG has agreed to a 90-day lock-up period subject to certain customary exceptions. Dürr AG is entitled to redeem the convertible bond at its principal amount (plus accrued interest) in accordance with the terms and conditions of the convertible bond at any time (i) on or after 5 February 2024, if the share price is equal to or exceeds 130% of the then prevailing conversion price over a certain period or (ii) if 15% or less of the aggregate principal amount of the convertible bond remains outstanding.

Settlement is expected to take place on or around 1 October 2020. Dürr AG intends to apply for the inclusion of the convertible bond in the Open Market Segment (Freiverkehr) of the Frankfurt Stock Exchange.

BNP Paribas, Landesbank Baden-Württemberg and UniCredit Bank AG acted as joint global coordinators and joint bookrunners in relation to the placement of the convertible bond. Legal advice to Dürr AG was provided by Freshfields Bruckhaus Deringer, while the banks were supported by Allen&Overy.

Disclaimer

This announcement may not be published, distributed or transmitted, directly or indirectly, in or into the United States of America (including its territories and possessions), Canada, Japan and Australia or any other jurisdiction where such announcement could be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons who are in possession of this document or other information referred to herein should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not constitute an offer of, or a solicitation of an offer to purchase, securities of the Company or any of its subsidiaries in the United States of America, Germany or any other jurisdiction. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, an offer in any jurisdiction. The securities described in this announcement will not be and have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act.

In the United Kingdom this announcement is only directed at Qualified Investors who are: (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, (the "Order"), or (ii) high net worth entities falling within Article 49(2) (a)-(d) of the Order (all such persons being referred to as “Relevant Persons”).  Persons who are not Relevant Persons may not act on the basis of or relying on this document. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

In member states of the European Economic Area (the "EEA") the placement of securities described in this announcement is directed exclusively at persons who are "Qualified Investors" within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (Prospectus Regulation).

The convertible bonds are not intended to be, and should not be, offered, sold or otherwise made available to retail clients in the EEA or the United Kingdom. For these purposes, a “retail client" means a person who is one (or more) of the following: (i) a retail client within the meaning of Article 4(1)(11) of MIFID II; (ii) a client within the meaning of Directive (EU) 2016/97 (as amended by the "Insurance Distribution Directive"), provided that such client would not be considered a professional client within the meaning of Article 4(1)(10) of MIFID II. Consequently, no key investment information document has been prepared which is required under Regulation (EU) No 1286/2014 (the "PRIIP Regulation") to offer or sell or otherwise make the convertible bonds available to retail clients in the EEA and, therefore, offering or selling the Convertible Bonds or otherwise making them available to retail clients in the EEA or the United Kingdom may be unlawful under the PRIIP Regulation.

No action has been taken that would permit an offering or an acquisition of the securities or a distribution of this announcement in any jurisdiction where such action would be unlawful. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.

This announcement does not constitute a recommendation with respect to the placement. Investors should consult a professional advisor as to the suitability of the placement for the person concerned.

This announcement may contain forward-looking statements, estimates, opinions and projections regarding the expected future results of the Company ("forward-looking statements"). These forward-looking statements can be identified by the use of forward-looking terminology, including the words "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or any negative or other variations thereof or similar terminology. These forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current views, expectations and assumptions of the Company's management and are subject to significant known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied by such statements. Forward-looking statements should not be read as guarantees of future performance or results and are not necessarily accurate statements as to whether or not such results will be achieved. All forward-looking statements contained herein speak only as of the date of this press release. We do not undertake any obligation and do not expect to publicly update or revise the information, forward-looking statements or conclusions contained herein, or to reflect new events or circumstances, or to correct inaccuracies that become apparent after the date of this announcement, whether as a result of new information, future events or otherwise. We assume no liability whatsoever with regard to achieving such forward-looking statements and assumptions.