Ad-hoc | 18 February 2003 22:05
Deutsche Telekom AG
english
Ad hoc announcement of Deutsche Telekom AG
Ad-hoc-announcement transmitted by DGAP.
The issuer is solely responsible for the content of this announcement.
——————————————————————————–
NOT FOR RELEASE IN THE UNITED STATES, CANADA OR JAPAN
Bonn, February 18, 2003
Deutsche Telekom AG launches 3-Year Mandatory Convertible Bond
Deutsche Telekom AG (“Deutsche Telekom”) is launching a mandatory
convertible bond (the “Security”) issued through its Dutch subsidiary
Deutsche Telekom International Finance B.V.
The transaction will raise approximately EUR 2.3 billion
(representing approximately 178 million underlying Deutsche Telekom
common shares at the current share price). The final amount raised will
be subject to Deutsche Telekom’s share price at pricing and could be
further increased by 10%. The Security is mandatorily convertible at
maturity into common shares of Deutsche Telekom. The Security has a
maturity of 3 years. The coupon and conversion premium will be set at
pricing. A further announcement on the pricing of the transaction will
be made in due course. This transaction is based on the approval obtained
for transactions of this type at the annual shareholders’ meeting on
May 29, 2001.
The Security will be placed exclusively with institutional investors
outside the US in reliance on Regulation S.
end of ad-hoc-announcement (c)DGAP 18.02.2003
Issuer’s information/explanatory remarks concerning this ad-hoc-announcement:
Deutsche Telekom is fully committed to the successful execution of its
announced deleveraging program. The issuance of this mandatory
convertible is complementary to this program. The instrument also
allows Deutsche Telekom to access a broader investor base through
the convertible market and does not increase net debt.
This transaction further strengthens Deutsche Telekom’s balance sheet:
– Deutsche Telekom expects to receive significant equity credit from
the rating agencies and strengthen its investment grade rating
position
– Upon issuance, under German GAAP, the instrument will be treated as
debt until maturity. However, the mandatory conversion feature
reduces Deutsche Telekom’s accounting net debt at maturity and
increases its equity.
This transaction also complements Deutsche Telekom’s on-going financing
activity and the anticipated proceeds from this transaction further
support its liquidity position.
This announcement is for information purposes only and is not an offer
to sell, or the solicitation of an offer to buy, any securities.
The distribution of this press release and the offer and sale of
Deutsche Telekom securities in certain jurisdictions may be restricted
by law. Any persons reading this announcement should inform themselves
of and observe any such restrictions.
THIS PRESS RELEASE IS NOT AN OFFER OF SECURITIES FOR SALE IN THE
UNITED STATES. The Bonds have not been and will not be registered under
the U.S. Securities Act of 1933. The Bonds are in bearer form and are
therefore subject to U.S. tax law requirements. The Bonds may not be
offered, sold or delivered within the United States or to U.S. persons.
This announcement is directed only at persons who (i) are outside the
United Kingdom or (ii) are in the United Kingdom and either have
professional experience in matters relating to investments or are high
net worth companies, unincorporated associations etc for the purposes of
Article 49 of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2001 (all such persons together being referred to as
“relevant persons”). This announcement must not be acted on or relied
on by persons who are not relevant persons. Any investment or investment
activity to which this announcement relates is available only to relevant
persons and will be engaged in only with relevant persons.
Stabilization/FSA
——————————————————————————–
WKN: 555750; ISIN: DE0005557508; Index: DAX, EURO STOXX 50
Listed: Amtlicher Markt in Berlin, Bremen, Düsseldorf, Frankfurt (Prime
Standard), Hamburg, Hannover, Stuttgart und München; EUREX; London, Amsterdam,
NASDAQ Europe, Virtex, New York (ADR), Tokio
182205 Feb 03