EANS-Adhoc: ams AG / ams announces successful placement of EUR 760 million convertible bonds due 2027 EAE

Tuesday, 27. October 2020 14:32
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Financing
27.10.2020

Premstaetten - NOT FOR PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES
OF AMERICA OR TO ANY US PERSONS, AND NOT FOR DISTRIBUTION IN OR INTO AUSTRALIA,
CANADA, SOUTH AFRICA OR JAPAN, OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR
SALES WOULD BE PROHIBITED BY APPLICABLE LAW.

ams announces successful placement of EUR 760 million convertible bonds due 2027

Premstaetten, Austria (27 October 2020) -- ams (SIX: AMS), a leading worldwide
supplier of high performance sensor solutions, announces the successful
placement of of EUR 760 million of guaranteed convertible bonds due 2027 (the
"Bonds"). The Bonds will be convertible into new or existing ordinary no par
value bearer shares equal to up to 10% of the current issued share capital.
Subscription rights of existing shareholders of ams to subscribe to the Bonds
have been excluded. The net proceeds of the Bonds will be used for general
corporate purposes.

Following today's bookbuilding process, the Bonds were determined to bear a
coupon of 2.125% per annum and the initial conversion premium of 47.5% above the
reference share price of CHF 20.1736, translated into EUR at the prevailing
exchange rate, corresponding to an initial conversion price of EUR 27.7209. The
Bonds will have a maturity of 7 years and will be issued and redeemed at 100% of
their principal amount. If not previously converted, redeemed or purchased and
cancelled, the Bonds will be redeemed at par on 3 November 2027.

Settlement is expected on or around 3 November 2020. An application will be made
for the Bonds to be included on the Open Market segment (Freiverkehr) of the
Frankfurt Stock Exchange.

The Bonds were offered only to institutional investors outside the U.S. in
reliance on Regulation S (Category 2) under the United States Securities Act of
1933 as amended, as well as outside Australia, Canada, Japan, South Africa or
any other jurisdiction in which offers or sales of the securities would be
prohibited by applicable law and were not offered to any U.S. persons.
ams has agreed to a lock-up period expiring 90 days after the date on which the
Bonds are issued subject to customary exceptions.

HSBC, Morgan Stanley and UBS are acting as Global Coordinators and Joint
Bookrunners, Commerzbank, Crédit Agricole CIB, Deutsche Bank, and UniCredit are
acting as Joint Bookrunners.

###

About ams
ams is a global leader in the design and manufacture of advanced sensor
solutions. Our mission is to shape the world with sensor solutions by providing
a seamless interface between humans and technology.
ams' high-performance sensor solutions drive applications requiring small form
factor, low power, highest sensitivity and multi-sensor integration. Products
include sensor solutions, sensor ICs, interfaces and related software for
consumer, communications, industrial, medical, and automotive markets.
With headquarters in Austria, ams employs around 9,000 people globally and
serves more than 8,000 customers worldwide. ams is listed on the SIX Swiss
Exchange (ticker symbol: AMS). More information about ams can be found at https:
//ams.com [https://ams.com/]

Join ams social media channels:
>Twitter [https://twitter.com/amsAnalog] >LinkedIn [https://www.linkedin.com/
company/ams-ag] >Facebook [https://www.facebook.com/amsAnalog] >YouTube [https:/
/www.youtube.com/user/amsAnalog]

ams is a registered trademark of ams AG. In addition many of our products and
services are registered or filed trademarks of ams Group. All other company or
product names mentioned herein may be trademarks or registered trademarks of
their respective owners. Information provided in this press release is accurate
at time of publication and is subject to change without advance notice.

Disclaimers
The Bonds may not be publicly offered, directly or indirectly, in Switzerland
within the meaning of the Swiss Financial Services Act ("FinSA") and no
application has or will be made to admit the Bonds to trading on any trading
venue (exchange or multilateral trading facility) in Switzerland. This
announcement does not constitute a prospectus pursuant to the FinSA or pursuant
to the Swiss Code of Obligations (as in effect immediately prior to the entry
into force of the FinSA) or pursuant to the listing rules of SIX Exchange
Regulation or any other trading venue in Switzerland.
This announcement may not be published, distributed or transmitted, directly or
indirectly, in the United States of America (including its territories and
possessions), Japan, Australia, South Africa or any other jurisdiction where
such announcement could be unlawful. The distribution of this announcement may
be restricted by law in certain jurisdictions and persons who are in possession
of this document or other information referred to herein should inform
themselves about and observe any such restrictions. Any failure to comply with
these restrictions may constitute a violation of the securities laws of any such
jurisdiction.
This announcement does not constitute an offer of, or a solicitation of an offer
to purchase, securities of the company or of any of its subsidiaries in the
United States of America, Germany, Austria or any other jurisdiction. Neither
this announcement nor anything contained herein shall form the basis of, or be
relied upon in connection with, an offer in any jurisdiction. The securities
offered will not be and 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 or to any U.S. person absent registration or an applicable
exemption from the registration requirements under the Securities Act.
In the United Kingdom, this announcement is only directed at persons who (i) are
investment professionals falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order")
or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high
net worth companies, unincorporated associations, etc. (all such persons
together being referred to as "Relevant Persons")). This document must not be
acted on, or relied upon, by persons who are not Relevant Persons. Any
investment or investment activity to which this document relates is available
only to Relevant Persons and will be engaged in only with Relevant Persons.
In member states of the European Economic Area the placement of securities
described in this announcement is directed exclusively at persons who are
"qualified investors" within the meaning of Regulation (EU) 2017/1129 of the
European Parliament and of the Council of 14 June 2017 (Prospectus Regulation).
The Bonds are not intended to be offered, sold or otherwise made available to
and should not be offered, sold or otherwise made available to any retail
investor in the EEA or the UK. For these purposes, a "Retail Investor" means a
person who is one (or more) of: (i) a retail client as defined in point (11) of
Article 4(1) of MIFID II; (ii) a customer within the meaning of Directive (EU)
2016/97 (as amended, the "Insurance Distribution Directive"), where that
customer would not qualify as a professional client as defined in point (10) of
article 4(1) of MIFID II. Consequently, no key information document required by
Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling
the Bonds or otherwise making them available to retail investors in the EEA has
been prepared and therefore offering or selling the Bonds or otherwise making
them available to any retail investor in the EEA or the UK may be unlawful under
the PRIIPs Regulation.
No action has been taken that would permit an offering or an acquisition of the
securities or a distribution of this announcement in any jurisdiction where such
action would be unlawful. Persons into whose possession this announcement comes
are required to inform themselves about and to observe any such restrictions.
This announcement does not constitute a recommendation concerning the placement.
Investors should consult a professional advisor as to the suitability of the
placement for the person concerned.
This release may contain forward looking statements, estimates, opinions and
projections with respect to anticipated future performance of the company
("forward-looking statements"). These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes," "estimates," "anticipates," "expects," "intends," "may," "will" or
"should" or, in each case, their negative, or other variations or comparable
terminology. These forward-looking statements include all matters that are not
historical facts. Forward-looking statements are based on the current views,
expectations and assumptions of the management of the company and involve
significant known and unknown risks and uncertainties that could cause actual
results, performance or events to differ materially from those expressed or
implied in such statements. Forward-looking statements should not be read as
guarantees of future performance or results and will not necessarily be accurate
indications of whether or not such results will be achieved. Any forward-looking
statements included herein only speak as at the date of this release. We
undertake no obligation, and do not expect to publicly update, or publicly
revise, any of the information, forward-looking statements or the conclusions
contained herein or to reflect new events or circumstances or to correct any
inaccuracies which may become apparent subsequent to the date hereof, whether as
a result of new information, future events or otherwise. We accept no liability
whatsoever in respect of the achievement of such forward-looking statements and
assumptions.

Further inquiry note:
Moritz M. Gmeiner
Vice President Investor Relations
Tel: +43 3136 500-0
Fax: +43 3136 500-931211
Email: investor@ams.com

end of announcement                         euro adhoc
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issuer:       ams AG
              Tobelbader Strasse   30
              A-8141 Premstaetten
phone:        +43 3136 500-0
FAX:          +43 3136 500-931211
mail:         investor@ams.com
WWW:          www.ams.com
ISIN:         AT0000A18XM4
indexes:      
stockmarkets: SIX Swiss Exchange
language:     English

EAX0006    2020-10-27/14:32

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