voestalpine AG increases the 2023 convertible bonds by up to EUR 35 million
NOT FOR DIRECT OR INDIRECT PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO
THE UNITED STATES OF AMERICA,
AUSTRALIA,
CANADA,
JAPAN,
SOUTH AFRICA OR ANY JURISDICTION IN WHICH OFFERS OR SALES OF THE SECURITIES WOULD BE PROHIBITED BY APPLICABLE LAWS.
The Management Board of
voestalpine AG (“voestalpine”) resolved today, due to the currently favourable market environment, to offer non‑subordinated, unsecured convertible bonds maturing in 2028 in a total nominal amount of up to
EUR 35 million (the “Bonds”) as an increase tranche to the convertible bonds issued in 2023 in a total nominal amount of
EUR 250 million (the “2023 Convertible Bonds”) (the “Offering”).
The Bonds will be issued at an issue price to be determined during the bookbuilding process, in denominations of
EUR 100,000 each, and—unless previously converted, redeemed or repurchased—will be redeemed on or around
28 April 2028 at their nominal amount plus interest.
Furthermore, the Management Board resolved today to use treasury shares—just as in connection with the 2023 Convertible Bonds (see ad‑hoc announcement of 1 December 2025)— to issue to creditors of the Bonds who exercise their conversion rights to shares in the company by the end of the term. The current number of treasury shares is 7,098,547 (= 3.98% of the share capital). To cover all conversion rights of the 2023 Convertible Bonds including the increase tranche, up to 7,039,227 shares (= 3.94% of the share capital) would be required on the basis of the current conversion price (≈
EUR 40.49).
The Offering will be carried out by way of an accelerated bookbuilding process. The Offering is directed exclusively at institutional investors outside
the United States in reliance on Regulation S under the
U.S. Securities Act of 1933, as amended, as well as outside of
Australia,
Japan,
South Africa and any other jurisdictions in which offers or sales of the Bonds would be prohibited by applicable law. The existing shareholders’ pre-emptive rights (“
Bezugsrechte”) to the Bonds are excluded.
Subject to Supervisory Board approval and depending on market conditions, the Offering is planned for the second half of March at the earliest.
The result of the Offering will be announced in a separate press release.
Reference is made in this context to the ad‑hoc announcement of
1 December 2025 as well as to the Management Board reports pursuant to Section 65 (1b) in conjunction with Section 171 (1) of the Austrian Stock Corporation Act dated
1 December 2025 and
2 March 2026. The ad‑hoc announcement and the reports are available on the Company’s website (
www.voestalpine.com – Investors –
IR News / Insider information).
voestalpine AG intends to fulfil its publication obligations pursuant to Section 7 of the 2018 Publication Ordinance (
Veröffentlichungsverordnung) on the Company’s website (
www.voestalpine.com – Investors – Share).
IMPORTANT NOTICE
This announcement may not be published, distributed or transmitted, directly or indirectly, in
the United States of America (including its territories and possessions, the “United States”),
Australia,
Canada,
Japan,
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 voestalpine or of any of its subsidiaries in
the United States,
Germany 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 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" with-in the meaning of Regulation (EU) 2017/1129 of the
European Parliament and of the Council of
14 June 2017 as amended (the “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, the
UK or elsewhere. No PRIIPs key information document (KID) has been prepared as not available to retail investors in EEA, the
UK or elsewhere.
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.
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.
Please direct your inquiries to
voestalpine AG
Peter Fleischer
Head of Investor Relations
voestalpine-Straße 1
4020 Linz,
Austria
T. +43/50304/15-9949
peter.fleischer@voestalpine.com
