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Wednesday 28 November, 2018

Erste Group Bank AG

Stabilisation Notice

RNS Number : 7644I
Erste Group Bank AG
28 November 2018
 

28th November 2018

Not for distribution, directly or indirectly, in or into the United States or any jurisdiction in which such distribution would be unlawful.

BOREALIS AG

Stabilisation Notice

Erste Group Bank AG, (contact: Guenther Hechenberger; telephone: +435010084054) hereby gives notice that the Stabilising Manager(s) named below may stabilise the offer of the following securities in accordance with Commission Regulation (EC) No. 2273/2003 implementing the Market Abuse Directive (2003/6/EC).

The securities:[1]

Issuer:

Borealis AG

Guarantor (if any):

n/a

Aggregate nominal amount:

EUR 300,000,000.00

Description:

EUR 300mn 7yr fixed senior unsecured Notes

Offer price:

tbc

Other offer terms:[2]

tbc

Stabilisation:

Stabilising Manager(s):[3]

Erste Group,

ING,

SG CIB,

UniCredit

Stabilisation period expected to start on:[4]

28th November 2018

Stabilisation period expected to end no later than:[5]

For a maximum of 30 days after the proposed issue date of the securities[6]

Maximum size of over-allotment facility:[7]

The Stabilising Manager(s) may over allot the securities in an amount not exceeding 5% of the aggregate nominal amount stated above.

 

In connection with the offer of the above securities, the Stabilising Manager(s) may over-allot the securities or effect transactions with a view to supporting the market price of the securities at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager(s) will take any stabilisation action and any stabilisation action, if begun, may be ended at any time.[8]

This announcement is for information purposes only and does not constitute an invitation or offer to underwrite, subscribe for or otherwise acquire or dispose of any securities of the Issuer in any jurisdiction.

This announcement is only directed at, and the securities are only available to, persons having professional experience in matters related to investments and high net worth companies and other persons to whom article 49(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 applies and should not be acted on by others.[9]

To the extent that the offer of the securities is made in any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive") before the date of publication of a prospectus in relation to the securities which has been approved by the competent authority in that Member State in accordance with the Prospectus Directive (or, where appropriate, published in another Member State and notified to the competent authority in that Member State in accordance with the Prospectus Directive), the offer is only addressed to qualified investors in that Member State within the meaning of the Prospectus Directive or has been or will be made otherwise in circumstances that do not require the Issuer to publish a prospectus pursuant to the Prospectus Directive.[10]

This announcement is not an offer of securities for sale into the United States. The securities have not been, and will not be, registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an exemption from registration.  There will be no public offer of securities in the United States.

 

 



[1] Article 8(4) of the Regulation requires disclosure of the terms of the offer (including the spread to the benchmark, if any, once it has been fixed).

[2] For example, in a convertible offering, include conversion price. Delete if inapplicable.

[3] Article 9(1)(d) requires disclosure of the identity of the stabilisation managers.

[4] Article 9(1)(c) requires disclosure of the beginning of the stabilisation period.

[5] Article 9(1)(c) requires disclosure of the end of the stabilisation period.

[6] Alternatively, if shorter, the stabilisation period must end no later than 60 days after the date of the allotment.

[7] Article 9(1)(e) requires disclosure of the existence and maximum size of any overallotment facility. The disclosure should reflect the terms of the underwriting/dealer agreement.

[8] Article 9(1)(a) of the Regulation requires disclosure of the fact that stabilisation may be undertaken, that there is no assurance that it will be undertaken and that it may be stopped at any time.

[9] Articles 19(4) and 49(4) Financial Promotion Order. There should also be proper systems and procedures to prevent others acquiring the securities (articles 19(4)(c) and 49(4)(c)). 

[10] Article 3(2) Prospectus Directive.


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