EANS-Adhoc: ams AG / ams announces terms of the Rights Issue EAE

Wednesday, 11. March 2020 07:16
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  Disclosed inside information pursuant to article 17 Market Abuse Regulation
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Capital Measures
11.03.2020

Premstaetten - Premstaetten, Austria (11 March 2020) -- ams (SIX: AMS), a
leading worldwide supplier of high performance sensor solutions, announces the
terms relating to the ordinary capital increase with subscription rights (the
"Rights Issue") that has been approved at the extraordinary general meeting on
24 January 2020.

Terms of the Rights Issue

The management board of ams decided on 11 March 2020 to issue 189,869,454 new
ordinary no-par value bearer shares with full dividend rights as of 1 January
2019 (the "Offered Shares") by way of a discounted rights offering at an offer
price of CHF 9.20 (the "Offer Price") per Offered Share, which corresponds to
expected gross proceeds of approximately CHF 1.75bn (approximately EUR 1.65bn).
The proceeds from the Rights Issue will be used to partially finance/refinance
the acquisition amount including related costs in connection with the business
combination with OSRAM Licht AG.

For each existing ams share, ams shareholders will receive one subscription
right (each a "Right"). 4 Rights entitle each eligible holder to purchase 9
Offered Shares at the Offer Price. Following the publication of the prospectus,
which is expected on 13 March 2020, the rights exercise period will start on 16
March 2020 and end on 30 March 2020.

ams shareholders who decide not to participate in the Rights Issue will have the
opportunity to sell their Rights on the SIX Swiss Exchange during the Rights
trading period which is expected from 16 March 2020 to and including 26 March
2020.

The Rights Issue consists of a rights offering to existing shareholders, subject
to certain limitations based on residency, and an international offering, in
which the Offered Shares in respect of which Rights have not been validly
exercised may be sold to institutional investors or otherwise in the market. The
Rights Issue involves a public offering in Switzerland and Austria as well as
private placements to qualifying institutional investors in certain
jurisdictions outside Switzerland and Austria in compliance with applicable
securities laws.

The first trading day for the Offered Shares is expected on or around 2 April
2020, the settlement and delivery of the Offered Shares against payment of the
Offer Price are expected on or around 2 April 2020.

Indicative timetable for the Rights Issue

 ______________________________________________________________________________
|13_March_2020|Publication_of_prospectus_______________________________________|
|16_March_2020|09.15_CET:_Beginning_of_rights_trading_period___________________|
|26_March_2020|17.15_CET:_End_of_rights_trading_period_________________________|
|30 March 2020|End of rights exercise period                                   |
|_____________|________________________________________________________________|
|             |Listing and admission to trading of the Offered Shares on SIX   |
|On or around |Commencement of trading of the Offered Shares and inclusion of  |
|2 April 2020 |the Offered Shares in the Company's current stock quotation on  |
|_____________|SIX_____________________________________________________________|
|On or around |Settlement and delivery of the Offered Shares against payment of|
|2_April_2020_|the_Offer_Price_________________________________________________|


###

Important notice:
This announcement constitutes neither an offer to sell nor a solicitation to buy
securities. Any public offer will be made solely by means of, and on the basis
of, a securities prospectus (including any amendments thereto, if any) to be
approved by the Austrian Financial Market Authority
(Finanzmarktaufsichtsbehörde, "FMA") and to be published in Austria. An
investment decision regarding any publicly offered securities of ams should only
be made on the basis of a securities prospectus. Any orders relating to
securities of ams received prior to the commencement of a public offering will
be rejected. If a public offering is to be made in Austria, a securities
prospectus will be published promptly upon approval by FMA in accordance with
the Austrian Capital Markets Act 2019 as well as other applicale laws and the
European Prospectus Regulation (EU) 2017/1129 and will be available free of
charge from ams during usual business hours, or on the ams website.
This announcement is not for distribution or release, directly or indirectly, in
or into the United States of America (including its territories and possessions,
any State of the United States of America and the District of Columbia),
Australia, Canada, Japan or any other jurisdiction in which such distribution or
release would be unlawful. These materials do not constitute or form a part of
any offer or solicitation to purchase or subscribe for securities in the United
States of America, Australia, Canada or Japan, or any other jurisdiction in
which such offer or solicitation may be unlawful.
The shares of ams have not been and will not be registered under the U.S.
Securities Act of 1933 ("Securities Act") and may not be offered or sold within
the United States of America except pursuant to an applicable exemption from, or
in a transaction not subject to, the registration requirements of the Securities
Act. There will be no public offering of shares in the United States of America.
This announcement constitutes neither an offer to sell nor a solicitation to buy
securities and does not constitute a prospectus according to Articles 35 et
seqq. of the Swiss Financial Services Act ("FinSA") or Articles 652a and 1156 of
the Swiss Code of Obligations (as such articles were in effect immediately prior
to the entry into effect of FinSA) or Article 27 et seqq. of the SIX Swiss
Exchange Listing Rules. The offer will be made solely by means of, and on the
basis of, the prospectus which will be available free of charge, inter alia,
from ams during regular business hours, or on the ams website. An investment
decision regarding the publicly offered securities of ams should only be made on
the basis of the prospectus.

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 about 9,000 people globally and serves
more than 8,000 customers worldwide. ams is listed on the SIX Swiss stock
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.

Further inquiry note:
Moritz M. Gmeiner
Vice President Investor Relations
Tel: +43 3136 500-31211
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

EAX0002    2020-03-11/07:16

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