Schaeffler Holding adjusts refinancing structure

2015-10-05 | Herzogenaurach

• Refinancing of Schaeffler Holding to be implemented in steps
• Bank consortium newly established
• Prepayment of bonds postponed

Schaeffler Holding announces that following the adjustment of the equity transaction the planned refinancing concept, which was announced on September 21, will be implemented in steps.

As a first step the existing bank facilities on Schaeffler Holding level of aggregated EUR 700 million (of which EUR 500 million term loans and EUR 200 revolving credit facilities) will be terminated and replaced by new bank facilities in the amount of EUR 800 million (of which EUR 600 million term loans and EUR 200 revolving cred-it facilities) with a maturity of five years.

It is envisaged to refinance the existing notes on the level of Schaeffler Holding at a later stage. Against this background the initially contemplated bridge loan facility is no longer required. The announced prepayment of the existing notes will be revoked.

Klaus Rosenfeld, Member of the Executive Board of Schaeffler Verwaltungs GmbH, said: "The adjustment of the transaction structure for the equity raising also requires an alignment of the envisaged refinancing of the Schaeffler Holding debt. The basic concept remains intact. It will be implemented in steps."

Forward-looking statements and projections

Certain statements in this announcement are forward-looking statements. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial conse-quences of the plans and events described herein. No one undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. You should not place any undue reliance on forward-looking statements which speak only as of the date of this announcement. Statements contained in this announcement regarding past trends or events should not be taken as representation that such trends or events will continue in the future. The cautionary state-ments set out above should be considered in connection with any subsequent written or oral forward-looking statements that Schaeffler, or persons acting on its behalf, may issue.

Important Notice

This announcement is not for distribution in or into the United States, Canada, Australia or Japan.

This announcement does not contain or constitute an offer to sell, or the solicitation of an offer to buy or subscribe for, any securities in Australia, Canada, Japan or the United States, or in any jurisdiction in which such offer, solicitation or sale would be unlawful. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, Japan or the United States, or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or the United States. The offer and sale of the securities referred to herein has not been and will not be registered under the applicable securities laws of Australia, Cana-da, Japan or the United States. There will be no public offer of the securities in any jurisdiction.

The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or any U.S. state security laws and may not be offered or sold in the United States or to U.S. persons absent registra-tion or an applicable exemption from the registration requirements of the U.S. Securities Act.

This announcement has been prepared on the basis that there has not been nor will be a public offering in connection with this transaction nor will there be a public offering of the securities. No approved prospectus has been or will be prepared in connection with this transaction. Any offer of securities in any Member State of the European Economic Area which has implemented the Prospectus Directive (as defined below) (each, a "Relevant Member State") will only be made if no prospectus for offers of securities has to be published. Accordingly any person making or intending to make any offer in that Relevant Member State of securities which are the subject of the placement contemplated in this announcement may only do so in circumstances in which no obligation arises for Schaeffler to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Schaeffler has not authorized, nor will it authorize, the making of any offer of securities in circumstances in which an obligation arises for Schaeffler to publish or supplement a prospectus for such offer. The expression “Prospectus Directive” means Directive (2003/71/EC) (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State.

In the United Kingdom, this announcement is only being distributed to, and is only directed at, and any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, “qualified investors” (as defined in section 86(7) of the Financial Services and Markets Act 2000) (i) who are persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, or other persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as “relevant persons”). Persons in the United Kingdom who are not relevant persons should not take any action on the basis of this announcement and should not act or rely on it.