Ad-hoc | 1 July 2004 07:50

DEUTZ issues five-year convertible bond

Ad-hoc-announcement transmitted by DGAP. The issuer is solely responsible for the content of this announcement. ——————————————————————————– DEUTZ issues five-year convertible bond – Subscription period from 5 to 19 July 2004 – Bookbuilding on 15 July 2004 – Publication of subscription price and interest rate on 16 July 2004 With the agreement of the Supervisory Board, the Management Board of DEUTZ AG has decided to issue a convertible bond with a five-year maturity. DEUTZ’s intention is to use the net issuance proceeds to strengthen the capital structure and for general corporate purposes. The Cologne-based engine manufacturer has mandated HSBC Trinkaus & Burkhardt KGaA to form a banking consortium and manage the issue. A total of up to 19.793 million bonds will be issued, which will each possess a right of conversion into one ordinary share of DEUTZ AG. Of this total around 10.760 million bonds will be offered for subscription to the shareholders and holders of convertible profit-participation certificates of DEUTZ AG. The subscription ratio is 47:5 for shareholders and 47:50 for holders of the company’s convertible profit-participation certificates. The subscription period will run from 5 July to 19 July 2004. Exclusive of the subscription rights of the shareholders and holders of convertible profit-participation certificates, up to 9.033 million bonds, along with the remaining bonds not subscribed as part of the subscription offer, are expected to be placed with investors in the context of a bookbuilding procedure on 15 July 2004. In the course of this process the subscription price and the interest rate on all bonds will be determined. The incomplete offer prospectus will be published on 2 July 2004. The final terms of the bonds will be published on 16 July 2004. The first trading day for the bonds is expected to be 26 July 2004. This notification is solely for information purposes and represents neither an offer, nor an invitation to submit an offer, to purchase the convertible bond mentioned in this notification or other securities of DEUTZ AG. In conjunction with the placement of the Bonds, HSBC Trinkaus & Burkhardt or others acting on its behalf may within 30 days of the issuer’s receipt of the offering proceeds effect transactions to stabilize the market price of the Bonds at a temporary level that might not otherwise prevail. However, HSBC Trinkaus & Burkhardt is under no obligation to take such stabilization measures, and any measures so taken may be discontinued at any time without notice. Stabilization measures may be effected on any German stock exchange or electronic trading system and in the OTC market with respect to both the Bonds and the Company’s shares. The bonds and the corresponding subscription rights are not and will neither be registered under the regulations of the United States Securities Act of 1933 (the “Securities Act”), nor with the securities supervisory authorities of individual states of the United States of America. As a result they may be neither offered nor sold there, not delivered either directly or indirectly, apart from exceptional circumstances due to a waiver of the registration requirements of the Securities Act. end of ad-hoc-announcement (c)DGAP 01.07.2004 Issuer’s information/explanatory remarks concerning this ad-hoc-announcement: DEUTZ issues five-year convertible bond – Subscription period from 5 to 19 July 2004 – Bookbuilding on 15 July 2004 – Publication of subscription price and interest rate on 16 July 2004 With the agreement of the Supervisory Board, the Management Board of DEUTZ AG has decided to issue a convertible bond with a five-year maturity. DEUTZ’s intention is to use the net issuance proceeds to strengthen the capital structure and for general corporate purposes. Chairman of the Management Board Gordon Riske: “Issuing this convertible bond is an important step in the implementation of our medium-term growth targets: Already in the first five months of this year we have increased sales of our compact engines by almost 12 percent and we will continue to grow considerably in the coming years. We are therefore investing worldwide in the expansion of our manufacturing and assembly capacities.” The Cologne-based engine manufacturer has mandated HSBC Trinkaus & Burkhardt KGaA to form a banking consortium and manage the issue. A total of up to 19.793 million bonds will be issued, which will each possess a right of conversion into one ordinary share of DEUTZ AG. Of this total around 10.760 million bonds will be offered for subscription to the shareholders and holders of convertible profit-participation certificates of DEUTZ AG. The subscription ratio is 47:5 for shareholders and 47:50 for holders of the company’s convertible profit-participation certificates. The subscription period will run from 5 July to 19 July 2004. Exclusive of the subscription rights of the shareholders and hold-ers of convertible profit-participation certificates, up to 9.033 million bonds, along with the remaining bonds not subscribed as part of the subscription offer, are expected to be placed with investors in the context of a bookbuilding procedure on 15 July 2004. In the course of this process the subscription price and the interest rate on all bonds will be determined. The incomplete offer prospectus will be published on 2 July 2004. The final terms of the bonds will be published on 16 July 2004. The first trading day for the bonds is expected to be 26 July 2004. With the issue of this convertible bond DEUTZ is taking advantage of the currently positive market environment for such financial instruments. Helmut Meyer, Financial Director of DEUTZ AG: “Our successful capital increase last year showed us that after the successful turnaround DEUTZ has access to the capital markets again. The convertible bond will allow us to achieve a further improvement in our capital structure.” This notification is solely for information purposes and represents neither an offer, nor an invitation to submit an offer, to purchase the convertible bond mentioned in this notification or other securities of DEUTZ AG. In conjunction with the placement of the Bonds, HSBC Trinkaus & Burkhardt or others acting on its behalf may within 30 days of the issuer’s receipt of the offering proceeds effect transactions to stabilize the market price of the Bonds at a temporary level that might not otherwise prevail. However, HSBC Trinkaus & Burkhardt is under no obliga-tion to take such stabilization measures, and any measures so taken may be discon-tinued at any time without notice. Stabilization measures may be effected on any German stock exchange or electronic trading system and in the OTC market with respect to both the Bonds and the Company’s shares. The bonds and the corresponding subscription rights are not and will neither be registered under the regulations of the United States Securities Act of 1933 (the “Securities Act”), nor with the securities supervisory authorities of individual states of the United States of America. As a result they may be neither offered nor sold there, not delivered either directly or indirectly, apart from exceptional circumstances due to a waiver of the registration requirements of the Securities Act. Further information on DEUTZ AG is available at http://www.deutz.de/ Contact: Georg Diderich Tel.: +49 (0) 221 8 22-54 42 Fax: +49 (0) 221 8 22-54 58 Email: diderich.g@deutz.de ——————————————————————————– WKN: 630500; ISIN: DE0006305006; Index: SDAX Listed: Amtlicher Markt in Düsseldorf und Frankfurt (Prime Standard); Freiverkehr in Berlin-Bremen, Hamburg, Hannover, München und Stuttgart 010750 Jul 04