PresseBox
Press release BoxID: 626473 (Bekaert GmbH)
  • Bekaert GmbH
  • Otto-Hahn-Straße 20
  • 61381 Friedrichsdorf
  • http://www.bekaert.com/building
  • Contact person
  • Katelijn Bohez
  • +32 (56) 2305-71

Bekaert files for a public exchange offer on its bonds maturing 16 April 2014

(PresseBox) (Friedrichsdorf, ) Bekaert will file this morning a prospectus with the Belgian Financial Services and Markets Authority (FSMA) in connection with a proposed unconditional public exchange offer in Belgium and Luxembourg for all 150 000 fixed rate bonds in an aggregate amount of EUR 150 000 000 (ISIN Code BE0002167337) maturing 16 April 2014 and having a gross coupon of 6.75%. By this voluntary exchange transaction, Bekaert wishes to extend the maturity of part of its total existing bond financing.

Participation

Under the proposed exchange offer, the holders of the 5-year bonds which were issued by NV Bekaert SA in April 2009, will have the opportunity to exchange their existing bonds for newly issued 7-year bonds with a gross coupon of 4.75% maturing in October 2020 ("new bonds"). One new bond will be issued for each existing bond tendered in the proposed exchange offer.

Only holders of existing bonds can participate in the proposed exchange offer and the decision to participate is in each holder's sole discretion. Existing bonds that are not exchanged in the proposed offer will remain listed on the regulated market of NYSE Euronext Brussels until their final maturity date.

Exchange offer terms

Holders who exchange existing bonds in the proposed offer will receive per exchanged bond a new bond with a nominal value of € 1 000 and a gross coupon of 4.75% per annum, which is the sum of (i) 4.395% (interest rate that would apply should a new 7-year bond be issued at par by NV Bekaert SA on a stand-alone basis, excluding any distribution fee); (ii) 0.501% (spread of the latent capital gain on the existing bonds); and (iii) 0.15% (incentive premium to encourage holders of existing bonds to tender them in the exchange offer), less (iv) 0.296% (placement fee).

The net actuarial yield for natural persons tax resident in Belgium (taking into account the 25% withholding tax) for the new bonds amounts to 3.085% (calculated in economic terms on the basis of a reference market price of the existing bonds of 102.963% on 18 September 2013 and under the assumption that the new bonds will be held from their issue date until their maturity date, at which time they will be repaid at 100% of their nominal value).

Dealer managers

In this operation, BNP Paribas Fortis, ING and KBC Bank will act as dealer managers. KBC Bank also acts as global coordinator.

Prospectus

The prospectus in connection with the proposed exchange offer remains subject to approval by the FSMA. Further information on the proposed exchange offer will be made available for consultation after the approval of the prospectus by the FSMA: Investors will be able to consult the information on the website of Bekaert (www.bekaert.com ) in the Investors section. A Dutch and English version of the prospectus and the response memorandum of the board of directors of Bekaert, as well as a French summary of the prospectus, will be made available, free of charge, at the counter of the agencies of BNP Paribas Fortis, Fintro, ING and KBC Bank or CBC Banque as well as on the banks' websites: www.bnpparibasfortis.be - www.ing.be and www.kbc.be/bekaert. We invite investors to carefully read the above-mentioned documents (and in particular the sections "Risk Factors" and "Selling Restrictions" of the prospectus).

Profile

Bekaert (www.bekaert.com) is a world market and technology leader in steel wire transformation and coatings.

Bekaert (Euronext Brussels: BEKB) is a global company with headquarters in Belgium, employing 27 000 people worldwide. Serving customers in 120 countries, Bekaert pursues sustainable profitable growth in all its activities and generated combined sales of € 4.4 billion in 2012.

Disclaimer

Bekaert is providing the information in this press release as of this date and does not undertake any obligation to update any forward-looking statements contained in this press release in light of new information, future events or otherwise. Bekaert disclaims any liability for statements made or published by third parties and does not undertake any obligation to correct inaccurate data, information, conclusions or opinions published by third parties in relation to this or any other press release issued by Bekaert.

Main risks and restrictions

The new bonds constitute debt instruments. Participating in the proposed exchange offer and investing in the new bonds involves risks. Investors in the new bonds effectively lend money to NV Bekaert SA, which in turn undertakes to pay interest on an annual basis and to reimburse the principal amount on the maturity date. In case of bankruptcy or default by NV Bekaert SA, investors may not recover the amounts they are entitled to and risk losing all or a part of their investment. The new bonds are intended for investors who are capable of evaluating the interest rates in light of their knowledge and financial experience. Each decision to participate in the proposed exchange offer and to invest in the new bonds should be based on all of the information contained in the prospectus, including the "Risk Factors" section and more generally risk factors that may affect the ability of NV Bekaert SA to fulfil its obligations under the new bonds and risk factors that are material for assessing the market risks associated with the new bonds. In particular, reference is made to the risk factors that are of special importance as a consequence of the long tenor of the new bonds.

Investors are urged to investigate if this investment is appropriate for them, taking into account their knowledge and experience in financial matters, their investment aims and their financial situation, before investing in the new bonds.

THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW.

This announcement and the prospectus have been prepared in connection with a proposed public exchange offer of bonds in Belgium and the Grand Duchy of Luxembourg. The proposed exchange offer is not addressed to any person who is not (a) located in Belgium or the Grand Duchy of Luxembourg or (b) a "qualified investor" within the meaning of Directive 2003/71/EC, as amended, located in a member state of the European Economic Area who is authorized to accept the proposed exchange offer in such member state. The distribution of this announcement and any other information relating to the proposed exchange offer in certain jurisdictions may be restricted by law.

Any persons reading this warning should inform themselves of and observe any such restrictions.

This announcement constitutes a notice within the meaning of article 8, §1 of the Royal Decree of 27 April 2007 on public takeover bids and publicity within the meaning of article 33 of the Law of 1 April 2007 on public takeover bids and article 60 of the Law of 16 June 2006 on public offers of investment instruments and the admission of investment instruments to trading on a regulated market. It is not a prospectus within the meaning of the Law of 1 April 2007 on public takeover bids.