June 2017

June 13, 2017

Symrise AG places €400m convertible bonds

— Market environment offers attractive terms
— Issue Price: 100 per cent
— Maturity: 7 years
— Non-Conversion Period: 5 years
— Proceeds to be used for the refinancing of existing loan and capital markets indebtedness and for general corporate purposes of the Company

NOT FOR DIRECT OR INDIRECT PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA AND JAPAN OR ANY JURISDICTION IN WHICH OFFERS OR SALES OF THE SECURITIES WOULD BE PROHIBITED BY APPLICABLE LAW.

Symrise AG (“Symrise”) today successfully placed with institutional investors €400m unsecured convertible bonds, with a maturity of 7 years and denominations of €100,000 each. Shareholders’ pre-emptive rights were excluded.

The convertible bonds are convertible into new and/ or existing no par value bearer shares of the issuer (the ‘Ordinary Shares’) not earlier than five years from now. The total number of shares underlying the convertible bonds corresponds to 3.4% of the current share capital. The net proceeds raised will be used to refinance existing loan and capital markets indebtedness and for general corporate purposes of the Company.

‘With this issuance we are taking the opportunity of the positive convertible bond market environment to secure long-term financing at attractive terms from the capital markets.‘ says Olaf Klinger, CFO of Symrise AG. ‘In addition, we are diversifying our investor basis.‘

The coupon amounts to 0.2375 % p.a. payable annually in arrear. The initial conversion price has been fixed at €91.8595, corresponding to a premium of 45 % to the volume-weighted average share price of Symrise during the bookbuilding process today.

Symrise intends to apply for inclusion of the Bonds to trading on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange.

The convertible bonds were placed in an accelerated bookbuilding only with institutional investors outside the United States in reliance on Regulation S (Category 1) under the United States Securities Act of 1933 as amended, as well as outside of Australia, Canada and Japan.

 

About Symrise

Symrise is a global supplier of fragrances, flavorings, cosmetic base materials and substances as well as functional ingredients. Its clients include manufacturers of perfumes, cosmetics, food and beverages, the pharmaceutical industry and producers of nutritional supplements and pet food.

With sales of more than € 2.9 billion in 2016, Symrise is among the global leaders in the market for flavors and fragrances. Headquartered in Holzminden, Germany, the Group is represented in over 40 countries in Europe, Africa and the Middle East, Asia, the United States and Latin America.

Symrise works with its clients to develop new ideas and market-ready concepts for products that form an indispensable part of everyday life. Economic success and corporate responsibility are inextricably linked as part of this process. Symrise – always inspiring more...Symrise, always inspiring more ...

www.symrise.com

 

Media Contacts:

Bernhard Kott
Phone: +49 (0)5531 90-1721
E-mail: bernhard.kott(at)symrise.com

Tobias Erfurth
Phone: +49 (0)5531 90-1879
E-mail: tobias.erfurth@symrise.com

 

The information contained in this press release is for information purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this press release or its accuracy or completeness. This press release does not contain or constitute or form part of, and should not be construed as, an offer or invitation to sell, or the solicitation of an offer to buy or subscribe for, any securities.

The distribution of this press release and the offer and sale of the securities referred to herein may be restricted by law in certain jurisdictions and persons reading this press release should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This press release is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada or Japan or in any jurisdiction in which offers or sales of the securities referred to herein would be prohibited by applicable laws. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the laws of any state within the United States or under the applicable securities laws of Australia, Canada or Japan, and may not be offered or sold in the United States, unless registered under the Securities Act or offered and sold in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. The securities referred to herein are being offered and sold only outside the United States in “offshore transactions” as defined in and in accordance with Regulation S under the Securities Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. There will be no public offer of the securities referred to herein in the United States, Australia, Canada or Japan.

The offer referred to herein when made in member states of the European Economic Area (the "EEA") which have implemented the Prospectus Directive (each, a "Relevant Member State"), is only addressed to and directed at persons who are "qualified investors" (as defined in the Prospectus Directive (the "Qualified Investors")). For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive), and includes any relevant implementing measure in the relevant member state and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

In the United Kingdom, this press release is directed only at, Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order“) or (ii) who fall within Article 49(2)(a) to (d) of the Order, and (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). This press release must not be acted on or relied on (i) in the United Kingdom, by persons who are not Relevant Persons, and (ii) in any member state of the EEA other than the United Kingdom, by persons who are not Qualified Investors.

Symrise Shares (Xetra)

Contact

Tobias Erfurth
Head of Investor Relations

Phone: +49 (0) 5531 90 1879
E-mail: IR(at)symrise.com

Annika Stern
Phone: +49 (0) 5531 90 1547
E-mail: IR(at)symrise.com

Christian Haverkamp
Phone: +49 (0) 5531 90 1910
E-mail: IR(at)symrise.com

We are happy to answer your questions about the Symrise share and other capital market topics. Contacts for other topics can be found at the contact overview or at careers.

Please send any voting rights notifications by fax to:
+49 (0) 5531/90 48 678 (LegalAdvice(at)symrise.com)

The corporate headquarters in Holzminden can be reached at:
Telephone: +49 (0) 5531/90-0
E-mail: info(at)symrise.com