Offering by MNV of approximately €840 million Bonds due 2014 exchangeable into Gedeon Richter shares
9 September 2009
The Hungarian State Holding Company(“MNV”) today announces the offering of approximately €840 million bonds due 2014 (the “Bonds”) exchangeable into 4,680,898 common shares of Gedeon Richter Plc. (“Gedeon Richter”).
The Bonds are expected to carry an annual coupon in the range of 4.40% to 4.90% and will have an exchange premium of 27% to
32% over a reference price to be determined based on the volume-weighted average price of Gedeon Richter shares over the period
from launch to pricing. Bondholders will have the right to exchange the Bonds during a 1-week period shortly prior to maturity.
The Bonds will be issued at 100% of par and, unless previously exchanged, redeemed or purchased and cancelled, will be redeemed
at their principal amount at maturity. The coupon and exchange premium will be set at pricing, which is expected on 9 September
In line with the previously communicated strategic nature of MNV’s 25.18 % voting stake in Gedeon Richter, MNV will use the
proceeds to refinance the €639 million bonds exchangeable into Gedeon Richter shares due to mature on 28 September 2009 and
will not exercise its share settlement option. Furthermore, MNV reserves the right to settle in cash any potential exchange
of the new Bonds.
The Bonds will be offered in an institutional private placement outside the United States in compliance with Regulation S
(Category 1) under the United States Securities Act of 1933 (as amended).
Application will be made to list the Bonds on the Euro MTF Market of the Luxembourg Stock Exchange.
Settlement of the issue is expected to take place on or around 25 September 2009.
MNV will provide further information regarding the offering following the pricing of the transaction.
This offering is managed by Morgan Stanley & Co. International plc (“Morgan Stanley”), acting as Sole Global Coordinator,
Joint Lead Manager and Joint Bookrunner, and UniCredit (Bayerische Hypo- und Vereinsbank AG) (“UniCredit”) acting as Joint
Lead Manager and Joint Bookrunner.
Tel: +36 -1-237-4111
Fax: +36 1 237-4110
This press release is not being issued in or to the United States of America, Canada, Australia, Japan or in any other jurisdiction
in which such distribution would be prohibited by applicable law. This press release does not constitute or form part of an
offer or solicitation of an offer to purchase or subscribe for securities in the United States. The Bonds and the Gedeon Richter
shares referred to herein will not be registered under the United States Securities Act of 1933, as amended, and may not be
offered or sold in the United States, except pursuant to an applicable exemption from registration. No offering of such securities
is being made in the United States.
This press release is directed only at persons who (i) are outside the United Kingdom or (ii) have professional experience
in matters relating to investments who fall within Article 19(5) (“investment professionals”) of The Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”) or (iii) are persons falling, within Article
49(2)(a) to (d) ("high net worth companies, unincorporated associations etc") of the Order (all such persons together being
referred to as "relevant persons"). This press release is directed only at relevant persons and must not be acted on or relied
on by persons who are not relevant persons. Any investment or investment activity to which this press release relates is available
only to relevant persons and will be engaged in only with relevant persons. In addition, if and to the extent that this press
release is communicated in, or the offered securities to which it relates 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”),
this press release and the offering described herein are only addressed to and directed at persons in that member state who
are “qualified investors” within the meaning of the Prospectus Directive (or who are other persons to whom the offer may lawfully
be addressed) and must not be acted on or relied on by other persons in that member state.
Any investment decision as to any purchase of the Bonds referred to in this press release must be made solely on the basis
of information contained in the final listing document and no reliance may be placed on the completeness or accuracy of the
information contained in this press release.
In connection with the issue of the Bonds, Morgan Stanley (the "Stabilising Manager") (or persons acting on behalf of the
Stabilising Manager) may over-allot Bonds or effect transactions with a view to supporting the market price of the Bonds at
a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager (or persons
acting on behalf of the Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or
after the date on which adequate public disclosure of the final terms of the offer of the Bonds is made and, if begun, may
be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the Bonds and 60 days after
the date of the allotment of the Bonds. Any stabilisation action or over-allotment must be conducted by the Stabilising Manager
(or person(s) acting on behalf of the Stabilising Manager) in accordance with all applicable laws and rules.
Morgan Stanley and UniCredit are acting for MNV and no one else in connection with the offer of the Bonds and will not be
responsible to any other person for providing the protections afforded to their client, or for providing advice in relation
to the proposed offer of the Bonds. Morgan Stanley can be contacted on + 44 207 677 3553. UniCredit can be contacted on +44
207 826 7926.
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