Convertible Bond
Here you will find information regarding the 9.0% Convertible Bond Issue 2010/2012
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Questions & Answers Convertible Bonds
What is the subscription ratio?
The subscription ratio is 10:3, i.e. 10 shares entitle the shareholder to acquire 3 partial debentures.
Why does my bank quote a subscription ratio of 10:6?
The subscription ratio is 10:3. The reference price amounts to € 2.00. A ratio of 10:6 EURO results based on a nominal value of the shares of € 1.00, explaining the ratio mentioned in the letter from your bank.
How long is the subscription period?
The subscription period is two weeks. The subscription period begins on November 17 and ends on November 30, 2010 (inclusive).
What is the reference price?
The reference price is the arithmetic mean of the closing prices of the shares of the issuer in the XETRA trading system of the Frankfurt Stock Exchange (or comparable successor system) on the last five stock exchange trading days prior to the date of setting the issue amount of the individual bonds. The reference price thus calculated is € 2.00. The par value per partial debenture was also determined according to this amount. The amount was rounded to the second decimal place.
What is the exchange price?
The exchange price amounts to between 100% and 115% of the reference price. The reference price is currently at € 2.00, i.e. the exchange price will amount to between € 2.00 and € 2.30.
What is the conversion ratio?
The conversion ratio is calculated by dividing the par value (also stipulated at € 2.00) by the exchange price (€ 2.00 - € 2.30). The exact amount of the exchange price depends on the market trend before the relevant day of exchange.
If the arithmetical mean of the closing prices of the shares of the issuer in the XETRA trading system of the Frankfurt Stock Exchange (or comparable successor system) on the twenty stock exchange trading days ending with the third trading day prior to the day of exchange (“20 days average market price“) is € 2.00 or lower, then the exchange price is € 2.00 and the conversion ratio is 1.0000. Each partial debenture is then exchanged for one share.
If the 20 days average market price is € 2.30 or higher, then the exchange price amounts to € 2.30 and the conversion ratio is no longer one (1) but 0.8696 (= 2.00 / 2.30). Thus there are fewer shares. Since no fractions of shares can be supplied and fractions of shares can however result according to this calculation, a monetary settlement takes place.
If the 20 days average market price is between € 2.00 and € 2.30, the exchange price corresponds to this 20 day average market price. In this case, the conversion ratio is calculated by dividing the par value of € 2.00 by the 20 days average market price.
How high is the interest?
The interest stands at 9% per annum, commencing on December 01, 2010 and ending on December 31, 2012.
When is the first interest paymentdue?
The first interest payment is payable on the first bank working day of 2011, afterward which the interest payments are payable in arrears on the first bank working day of the subsequent year respectively.
Is it possible to exercise the mandatory convertible bond after purchase (at any time) and/or to sell? How is the accrued interest handled?
The convertible bond is a purely mandatory convertible bondand cannot be converted by the shareholder. The bond will not be traded on the stock exchange. The bond can however be sold privately in which case the handling of the interest is to be arranged privately.
Is an over-subscription permitted?
An over-subscription of shares is possible under the following condition:
If and insofar as subscription rights on convertible bonds by shareholders of the company are not exercised or not exercised in full, the following applies: Within the subscription period each entitled shareholder can submit a bid to acquire more convertible bonds at an unchanged par value per share beyond his/her allotment relative to his/her existence shares according to the conversion ratio (“over-subscription“). The maximum number of bonds a shareholder can acquire by means of over-subscription is calculated by the 11,925,000 partial debentures less the partial debentures allotted to the shareholder according to his/her stock of shares. Shareholders of the company can submit binding bids to acquire more convertible bonds at their depository bank at the paying and exchange office within the subscription period. The same conditions apply for registering an over-subscription as for exercising the legal subscription right.
Should all shareholders exercise their subscription rights, and no subscription right peaks occur within the context of exercising their subscription rights, an over-subscription would not be possible. As far as it is not possible to allot all additionally requested convertible bonds to all shareholders due to the high demand within the context of the over-subscription, bids to acquire further convertible bonds will be considered proportionally at the ration in which depository banks exercise an over-subscription of partial debentures beyond the legal subscription rights. In so far as exercising legal subscription rights and/or over-subscription requests lead to shareholders’ entitlements resulting in fractions of shares, the shareholders have no entitlement to delivery of shares regarding the share fractions.
Will the convertible bond be traded on the stock exchange after issue?
Organised stock exchange trade will not take place.
Is exercising a subscription right and delivery of the new title DE000A1E8PE2 subject to entering the placement of the capital increase in the commercial register of the company?
Issuing the convertible bond requires no entry in the commercial register.
Is a conversion price payable at the end of the presentation period or at conversion?
Shareholders pay the par value once at the time of the subscription of the convertible bonds. No additional payment is necessary for the subsequent conversion.
When will be published whether an exchange takes place on 30.06.2011, 30.12.2011 or 30.06.2012?
The publication takes place on the preceding bank working day.
