FR0004180537 AKA: AKKA Technologies SE (the 'Issuer') announces the conclusion of its offering of perpetual subordinated unsecured bonds convertible into new and/or existing shares of the Issuer (the 'Bonds'), without preferential subscription rights, for an aggregate principal amount of
AKKA is the European leader in digital, engineering consulting and R&D services in the mobility segment with its headquarters based in
AKKA successfully supports a portfolio of prestigious customers in the automotive, aerospace, rail and life sciences sectors thanks to its unique combined expertise throughout the life cycle of their products and cutting edge digital CASE1 related technologies.
This combined expertise gives strong opportunities for growth and allows the group to focus confidently on its mid-term development.
The oversubscription and the quality of the orderbook enable the group to increase the initial issue size up to
FINAL TERMS OF THE BONDS
The Bonds will be issued at par with denominations of
'Issue Date'). The initial conversion price has been set at a premium of 35% above the Issuer's
1 Connected, Autonomous, Shared, Electric
FINAL
CHARACTERISTICS
OF THE ISSUE OF
THE BONDS
Issue size:
Maturity: perpetual, NC3.1@130%, hard call
Initial conversion premium: 35%
Initial conversion price:
Coupon until
Coupon after
Conversion period: from issue date until
Full dividend protection
PRESS RELEASE
reference share price of
INTEREST
From the Issue Date (as defined below) until 1 st
From 1 st
In the event of a change of control, the interest rate will be increased by an additional 500 basis points per annum as from the interest period commencing on the next Interest Payment Date.
On any Interest Payment Date, the Issuer may decide, subject to certain conditions, to defer payment of interest in respect of the Bonds for the relevant interest period, subject to having notified Bondholders at least 15 days prior to the relevant Interest Payment Date (an 'Optional Interest Deferral'). All interest in respect of the Bonds that is not paid at an Interest Payment Date will constitute 'Deferred Interest'.
Any amount of Deferred Interest shall bear interest at an annual rate equal to the prevailing fixed interest rate or floating interest rate. The amount of accrued interest (the 'Additional Interest') in respect of Deferred Interest will become due and payable in the same manner as Deferred Interest.
Deferred Interest and Additional Interest may be paid in whole or in part at any time at the Issuer's option, but all Deferred Interest and Additional Interest in respect of all the Bonds will become mandatorily payable in certain circumstances, as described in the terms and conditions of the Bonds.
REDEMPTION OF THE BONDS
The Bonds are perpetual, subject to early redemption at the Issuer's option.
The Issuer may, at its option, elect to redeem all of the Bonds at par plus accrued interest, Deferred Interest (if any) and Additional Interest (if any) (the 'Early Redemption Price'): for the first time on 1 st
The Issuer undertakes to convene a shareholder meeting to be held no later than
2
'Parity Value' of a Bond in respect of any dealing day means the principal amount divided by the Conversion Price in effect on such day,
multiplied by the VWAP of the shares on such dealing day
THIS PRESS RELEASE MAY NOT BE PUBLISHED, FORWARDED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO
DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW.
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PRESS RELEASE
conversion price adjustment and change of control step-up). In case the resolutions are not approved and the Issuer has not given an early redemption notice by the date falling 2 business days following the Long Stop Date for the redemption of the Bonds at the greater of 102% of the principal amount and 102% of the fair bond value, in each case together with interest accrued and Deferred Interest and Additional Interest (if any), then the fixed interest rate will be increased by an additional 500 basis points as from the interest period commencing immediately after
CONVERSION RIGHTS
Bondholders may exercise their conversion right at any time from the issue date (inclusive) until the 7th day (inclusive) preceding 1 st
Upon exercise of their conversion right, Bondholders will receive, at the option of the Issuer, shares, cash, or a combination of shares and cash.
The conversion price will be subject to customary adjustments, as described in the terms and conditions of the Bonds. Among other things, the conversion price will be adjusted downward for any dividend of the Issuer.
PLACEMENT
The placement was conducted through a private placement to qualified institutional investors only, in the European Economic Area, outside
An application will be made for admission of the Bonds to trading on the Open Market (Freiverkehr) of the
The Bonds will be issued in dematerialised form in accordance with the Belgian Companies and Associations Code (as amended). The Bonds will be represented by book-entries in the records of the securities settlement system operated by the
Euroclear and Clearstream will therefore only hold Bonds on behalf of investors holding their Bonds on X-Accounts in the NBB-SSS.
PUBLIC INFORMATION
The offering of the Bonds is not subject to a prospectus approved by the Financial Services and Markets Authority (Autorite des Services et Marches financiers) (the 'FSMA').
Next event:
Full-year 2019 revenue: Thursday,
Full-year 2019 results: Tuesday,
THIS PRESS RELEASE MAY NOT BE PUBLISHED, FORWARDED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO
DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW.
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PRESS RELEASE
In case of discrepancy between the French and English versions of the press release, only the English
version shall be deemed valid.
About AKKA
AKKA is the European leader in engineering consulting and R&D services in the mobility segment. As an innovation accelerator for its clients, AKKA supports leading industry players in the automotive, aerospace, rail and life sciences sectors throughout the life cycle of their products with cutting edge digital technologies (AI, ADAS, IoT, Big Data, robotics, embedded computing, machine learning, etc.).
Founded in 1984, AKKA has a strong entrepreneurial culture and is pursuing its fast-paced growth and international development in line with its CLEAR 2022 strategic plan. With around 21,000 employees at the date hereof, who are passionate about technology and dedicated to advancing the future of industry, the group recorded revenues of
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