Allen & Overy advises RAG-Stiftung on EUR 500 million convertible bond issue and repurchase of outstanding convertible bonds

The new bonds will bear interest at a rate of 2.25% per annum, payable semi-annually in arrears on 28 May and 28 November of each year, and will be issued at par. The reference share price of the new shares is EUR 17.6148. This results in an initial exchange price of the new shares of EUR 21.14. It is intended to apply for admission of the new bonds to trading on the open market of the Frankfurt Stock Exchange.

RAG-Stiftung intends to use the net proceeds from the offering of the new bonds to finance the repurchase of outstanding bonds and to increase its existing financial assets. In this context, RAG-Stiftung issued a repurchase invitation to the holders of outstanding convertible bonds due 2024 (the 2024 Bonds) and the holders of outstanding convertible bonds due 2026 (the 2026 Bonds) and accepted tenders in an aggregate principal amount of EUR 396.9 million (approx. 79.4% of the outstanding principal amount of the 2024 Bonds) at a price of EUR 97,000 per EUR 100,000 principal amount and an aggregate principal amount of EUR 50 million (approximately 10% of the outstanding principal amount of the 2026 Bonds) at a price of EUR 94,000 per EUR 100,000 principal amount, respectively.

Settlement of the new bonds is expected to take place on or around 28 November 2023 and settlement of the repurchases is expected to take place on or around 29 November 2023.

The Allen & Overy team was led by partner Dr Hans Diekmann (Corporate/M&A, Düsseldorf) and further comprised partner Dr Knut Sauer, counsel Nadine Kämper (both Capital Markets, both Frankfurt) and counsel Dorothée Kupiek (Corporate/M&A, Düsseldorf), senior associate Dr Jan-Benedikt Fischer (Corporate/M&A, Hamburg) and associate Patrick Reuter (Capital Markets, Frankfurt). Partner Marc Plepelits and senior associate Martin Schmidt (both US Corporate Finance, both Frankfurt) advised on US law issues.