Hamburg, 9 October 2013
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (SEE 'OFFER AND DISTRIBUTION RESTRICTIONS' BELOW)
Hapag-Lloyd successfully places Additional Notes
Volume of EUR 150 million / Emission price of 101.75% / Proceeds will be used for redemption of existing Euro Notes
Hapag-Lloyd AG ('Hapag-Lloyd') has successfully placed Additional Notes with a volume of EUR 150 million with institutional investors. The Additional Notes are issued under the indenture dated September 27, 2013 with a maturity of five years and a coupon of 7.75%. The emission price was 101.75%.
The proceeds from the sale of the Additional Notes will be used to redeem a portion of Hapag-Lloyd's existing 9% Senior Euro Notes due 2015 ('Euro Notes'). Deutsche Bank, London Branch has launched an intermediate tender offer ('Tender Offer') for an amount equal to the gross proceeds from the sale of the Additional Notes (excluding any accrued interest to be paid). The purchase price for the Euro Notes tendered will be 105.25%. The Tender Offer will expire on October 17, 2013 and will settle on October 21, 2013. The Tender Offer has been followed today by a further call for redemption in relation to the balance between the amount of Euro Notes tendered under the Tender Offer and the gross proceeds from the offering of the Additional Notes.
The Additional Notes will be listed on the Luxembourg Stock Exchange. The offering was supported by Deutsche Bank as lead left manager and bookrunner as well as by Citigroup and J.P.Morgan as joint lead managers and bookrunners. Co-managers were Berenberg Bank, IKB Deutsche Industriebank, M.M.Warburg and Morgan Stanley. (Dieser Text liegt nur in englischer Sprache vor.)
NOT FOR PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA.
These materials are not an offer of securities for sale in the United States. The securities to which these materials relate 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 exemption from registration under the Securities Act. There will be no public offering of the securities in the United States.
The tender offer (the 'Tender Offer') is not being made, and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Notes may not be tendered in the Tender Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States. Accordingly, copies of the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any persons located or resident in the United States. Any purported tender of Notes in the Tender Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.
Neither this announcement nor the Tender Offer Memorandum is an offer of securities for sale in the United States or to U.S. persons. Securities may not be offered or sold in the United States absent registration under, or an exemption from the registration requirements of, the United States Securities Act of 1933, as amended (the Securities Act). The New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. persons. The purpose of this announcement and the Tender Offer Memorandum is limited to the Tender Offer and this announcement and the Tender Offer Memorandum may not be sent or given to a person in the United States or otherwise to any person other than in an offshore transaction in accordance with Regulation S under the Securities Act.
Each holder of Notes participating in the Tender Offer will represent that it is not located in the United States and is not participating in the Tender Offer from the United States or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Tender Offer from the United States. For the purposes of this and the previous two paragraphs, United States means the United States of America, its territories and possessions (including Puerto Rico, the U.S Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.
These materials are not an invitation nor are they intended to be an inducement to engage in investment activity for the purpose of Section 21 of the Financial Services and Markets Act 2000, as amended ('FSMA'). These materials are directed only at (i) persons outside the United Kingdom; or (ii) persons in the United Kingdom that are 'qualified investors' within the meaning of Section 86(7) of FSMA that are also (a) persons authorized under FSMA or otherwise having professional experience in matters relating to investments and qualifying as investment professionals under article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the 'Financial Promotion Order'); or (b) high net worth companies, unincorporated associations and other persons to whom article 49(2) (a) to (d) of the Financial Promotion Order applies; or (c) any other persons to whom these materials for the purposes of Section 21 of FSMA can otherwise lawfully be made available (all such persons together being referred to as 'Relevant Persons'). Any person in the United Kingdom that is not a Relevant Person should not act or rely on these materials. The securities or any investment or controlled activity to which such securities relate are only available to, and will be engaged in only with, Relevant Persons.
