Other Capital Market Information | 5 February 2021 17:47
Fresenius SE & Co. KGaA: Release according to Article 50 of the WpHG [the German Securities Trading Act] with the objective of Europe-wide distribution
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Fresenius SE & Co. KGaA
/ Issuing condition amendments concerning securities according to § 50 Para. 1, No. 1b of the WpHG [the German Securities Trading Act]
FRESENIUS SE & CO. KGAA
ISIN (Regulation S): XS1026109204
Publication pursuant to section 50 (1) sentence 1 no. 1 b) of the German Securities Trading Act ( Wertpapierhandelsgesetz ) Announcement regarding the senior notes issued by Fresenius SE & Co. KGaA, Bad Homburg vor der Höhe (the Company ) with respect to the € 450,000,000 senior notes due 2024 (ISIN (Regulation S): XS1026109204 / ISIN (Regulation 144A): XS1026109543) (the Notes ). The Notes are governed by the indenture dated February 11, 2014, entered into between, among others, the Company and Deutsche Trustee Company Limited as trustee (the Trustee ) (as amended, modified or supplemented from time to time, including by the First Supplemental Indenture dated July 29, 2016, the Indenture ). The rights attaching to the Notes were amended pursuant to a Second Supplemental Indenture dated February 5, 2021 entered into between, among others, the Company and the Trustee amending the Indenture. The amendments can be summarized as follows: 1. The following definitions set forth in Section 1.1 ( Definitions ) of Article I of the Indenture shall be amended by deleting the phrase “U.S. GAAP” and replacing it with the phrase “the Accounting Principles” in each case where it appears in such definitions: “Attributable Debt”, “Capital Lease Obligation”, “Change of Control”, “Permitted Liens” and “Subsidiary”. 2. The first sentence of paragraph (1) of Section 4.10 ( Reports ) of Article IV of the Indenture shall be amended by deleting the phrase “with appropriate reconciliation to U.S. GAAP” so that the restated paragraph (1) of Section 4.10 ( Reports ) of Article IV of the Indenture now reads as follows: “(1) its consolidated annual financial statement and related notes thereto for the most recent two fiscal years prepared in accordance with U.S. GAAP (or IFRS in the event the Company is required by applicable law to prepare its financial statements in accordance with IFRS) and including segment data, together with an audit report thereon, together with a discussion of the “Results of Operations and Liquidity” for such fiscal years prepared in a manner substantially consistent with the “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” appearing herein and a “Summary of the Fiscal Year” and a discussion of “Business Segments” provided in a manner consistent with its annual report, a description of “related Party Transactions” and a description of Indebtedness, within 90 days of the end of each fiscal year; and”. Bad Homburg vor der Höhe, February 2021
Fresenius SE & Co. KGaA,
05.02.2021 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
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| Language: | English |
| Company: | Fresenius SE & Co. KGaA |
| Else-Kröner-Straße 1 | |
| 61352 Bad Homburg v.d.H. | |
| Germany | |
| Internet: | www.fresenius.com |
| End of News | DGAP News Service |