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DGAP-Adhoc: Von Roll Holding AG: Von Roll announces the launch of an offering of CHF 61 mio. convertible bonds due 2020

May 27, 2014

Von Roll Holding AG / Key word(s): Bond 28.05.2014 07:05 Release of an ad hoc announcement pursuant to Art. 53 KR --------------------------------------------------------------------------- NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES OF AMERICA ("U.S") OR TO U.S. PERSONS, CANADA, JAPAN, AUSTRALIA OR ITALY OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. Von Roll announces the launch of an offering of CHF 61 mio. convertible bonds due 2020 Au / WÄdenswil, 28. May 2014 - Von Roll Holding AG ("Von Roll") announced today the launch of unsecured bonds of CHF 61 mio. due 2020(the "Bonds"). The proceeds of the transaction will be used for general corporate purposes. The Bonds are structured as 6-year classic convertible bonds. They will be convertible into 30 mio. Von Roll bearer shares (the "Shares"), representing approximately 16% of the current outstanding Shares. The Shares to be delivered upon conversion will be sourced through allocation of new Shares from conditional capital. The conversion price is set at CHF 2.40. The offering and redemption price are set at 100%. The Bonds will carry a coupon of 1.25% per annum, payable annually in arrears. Existing shareholders will be granted advance subscription rights to subscribe for the newly issued Bonds in proportion to their current shareholding. Through the conversion of the convertible bonds, one new Share will be created for seven existing Shares. Accordingly, each shareholder has the right to purchase a Bond of CHF 1,000 nominal amount based on an issue size of CHF 61 mio for every 2913 Shares held on 2 June 2014 prior to the start of trading. The advance subscription rights will not be tradable. Advanced subscription rights not exercised by the shareholders during the right exercise period from 2 June 2014 and 11 June 2014, 12:00 CEST, will expire and become null and void. The principal shareholder group is bound to purchase all unsold Bonds. The definitive allocation is expected to be announced in a Supplement to the Prospectus on 12 June 2014. An application for the Bonds to be admitted for the provisional trading on the SIX Swiss Exchange is expected to start on 12 June 2014. The settlement of the Bonds is expected on or about 18 June 2014. Privatbank IHAG ZÜrich AG is acting as Lead Manager for this transaction. The offering of the Bonds consists of an offering to existing shareholders with advance subscription rights and a public offering in Switzerland as well as private placements in certain countries other than Switzerland and the United States of America. The Bonds are offered to shareholders other than in the U.S. based on Regulation S under the U.S. Securities Act of 1933, as amended, and in accordance with applicable securities laws and regulations in the countries in which the Bonds are being offered. THIS PRESS RELEASE IS NOT AN OFFERING CIRCULAR WITHIN THE MEANING OF ART. 652A OR 1156 OF THE SWISS CODE OF OBLIGATIONS, NOR IS IT A LISTING PROSPECTUS AS DEFINED IN THE LISTING RULES OF THE SIX SWISS EXCHANGE LTD OR A PROSPECTUS UNDER ANY OTHER APPLICABLE LAW. THIS PRESS RELEASE OR ANY INFORMATION CONTAINED IN IT MAY NOT BE USED AS A BASIS FOR AN OFFER OR TO ENTER INTO COMMITMENTS IN A JURISDICTION. ANY DECISION TO PURCHASE ANY SECURITIES REFERRED TO HEREIN SHOULD BE SOLELY BASED ON THE RELEVANT PROSPECTUS, WHICH IS AVAILABLE AT PRIVATBANK IHAG ZURICH AG. About Von Roll Holding AG: As a Swiss industrial company, Von Roll Holding AG focuses on products and systems for power generation, transmission and distribution. Von Roll is a global market leader for insulation products, systems and services and has a presence in 20 countries with about 2'550 employees at over 30 sites. Contact: Claudia Guentert, Corporate Communications T: +41 44 204 3529, F: +41 44 204 3007, E: press@vonroll.com THIS PRESS RELEASE IS NOT BEING ISSUED IN THE UNITED STATES OF AMERICA (THE "UNITED STATES" OR "U.S.") AND SHOULD NOT BE DISTRIBUTED TO U.S. PERSONS OR PUBLICATIONS WITH A GENERAL CIRCULATION IN THE UNITED STATES. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER OR INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES NOR DOES IT CONSTITUTE A PROSPECTUS WITHIN THE MEANING OF ARTICLES 652A OR 1156 OF THE SWISS CODE OF OBLIGATIONS OR A LISTING PROSPECTUS PURSUANT TO THE LISTING RULES OF THE SIX SWISS EXCHANGE LTD. ANY DECISION TO PURCHASE ANY SECURITIES REFERRED TO HEREIN SHOULD BE SOLELY BASED ON THE RELEVANT PROSPECTUS. IN ADDITION, NEITHER THE BONDS NOR THE SHARES OF VON ROLL HOLDING AG INTO WHICH THE BONDS ARE CONVERTIBLE HAVE BEEN OR WILL BE REGISTERED UNDER THE UNITED STATES SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO U.S. PERSONS ABSENT FROM REGISTRATION UNDER OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE UNITED STATES SECURITIES LAWS. THE INFORMATION CONTAINED IN THIS PRESS RELEASE IS NOT FOR PUBLICATION OR DISTRIBUTION IN CANADA, AUSTRALIA, JAPAN, ITALY OR IN ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION AND DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN CANADA, AUSTRALIA, JAPAN, ITALY OR IN ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. IN CONNECTION WITH THE OFFERING, PRIVATBANK IHAG ZÜRICH AG AS STABILISATION AGENT (THE "STABILISATION AGENT"), OR ANY OF ITS AGENTS, MAY (BUT WILL BE UNDER NO OBLIGATION TO), TO THE EXTENT PERMITTED BY APPLICABLE LAW, EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE SHARES FOR 30 CALENDAR DAYS AFTER THE FIRST DAY OF TRADING OF THE SHARES ON SIX SWISS EXCHANGE AT A HIGHER LEVEL THAN THAT WHICH MIGHT OTHERWISE PREVAIL DURING SUCH PERIOD WITHIN THE LIMITATIONS OF ARTICLE 55E OF THE ORDINANCE ON THE SWISS FEDERAL ACT ON STOCK EXCHANGES AND SECURITIES TRADING AND ANY OTHER APPLICABLE LAWS AND RULES. THE STABILISATION AGENT IS NOT REQUIRED TO ENTER INTO SUCH TRANSACTIONS AND SUCH TRANSACTIONS MAY BE EFFECTED ON ANY STOCK MARKET, OVER-THE-COUNTER MARKET, STOCK EXCHANGE OR OTHERWISE AND MAY BE UNDERTAKEN AT ANY TIME DURING THE PERIOD COMMENCING ON THE FIRST DAY OF TRADING OF THE SHARES ON SIX SWISS EXCHANGE AND ENDING NO LATER THAN 30 CALENDAR DAYS THEREAFTER. HOWEVER, THERE WILL BE NO OBLIGATION ON PRIVATBANK IHAG ZÜRICH AG OR ANY OF ITS AGENTS TO EFFECT STABILISING TRANSACTIONS AND THERE IS NO ASSURANCE THAT STABILISING TRANSACTIONS WILL BE UNDERTAKEN. SUCH STABILISING MEASURES, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME WITHOUT PRIOR NOTICE. IN NO EVENT WILL MEASURES BE TAKEN TO STABILISE THE MARKET PRICE OF THE SHARES ABOVE THE OFFER PRICE. SAVE AS REQUIRED BY LAW OR REGULATION, NEITHER THE STABILISATION AGENT NOR ANY OF ITS AGENTS INTENDS TO DISCLOSE THE EXTENT OF ANY STABILISATION TRANSACTIONS CONDUCTED IN RELATION TO THE OFFERING. IN THE UNITED KINGDOM, THIS PRESS RELEASE IS DIRECTED ONLY AT (I) PERSONS WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER") AND (II) HIGH NET WORTH ENTITIES FALLING WITHIN ARTICLE 49(2) OF THE ORDER AND (III) PERSONS TO WHOM IT WOULD OTHERWISE BE LAWFUL TO DISTRIBUTE IT (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). IN ADDITION, IF AND TO THE EXTENT THAT THIS PRESS RELEASE IS COMMUNICATED IN, OR THE OFFER OF SECURITIES TO WHICH IT RELATES IS MADE IN, ANY EUROPEAN ECONOMIC AREA MEMBER STATE THAT HAS IMPLEMENTED DIRECTIVE 2003/71/EC, AS AMENDED (TOGETHER WITH ANY APPLICABLE IMPLEMENTING MEASURES IN ANY MEMBER STATE, THE "PROSPECTUS DIRECTIVE"), THIS PRESS RELEASE AND THE OFFERING OF ANY SECURITIES DESCRIBED HEREIN ARE ONLY ADDRESSED TO AND DIRECTED AT PERSONS IN THAT MEMBER STATE WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF THE PROSPECTUS DIRECTIVE (OR WHO ARE OTHER PERSONS TO WHOM THE OFFER MAY LAWFULLY BE ADDRESSED) AND MUST NOT BE ACTED ON OR RELIED ON BY OTHER PERSONS IN THAT MEMBER STATE. +++++ Additional features: Document: http://n.equitystory.com/c/fncls.ssp?u=GAVVYUCIFD Document title: Von Roll announces the launch of an offering 28.05.2014 News transmitted by EQS Schweiz AG. The issuer is responsible for the contents of the release. EQS publishes regulatory releases, media releases on the capital market and press releases. The EquityStory Group distributes authentic and real-time financial news for over 1'300 listed companies. The Swiss news archive can be found at www.equitystory.ch/news --------------------------------------------------------------------------- Language: English Company: Von Roll Holding AG Steinacherstr. 101 8804 Au Switzerland Phone: +41 44 204 3500 Fax: +41 44 204 3000 E-mail: reception@vonroll.com Internet: www.vonroll.com ISIN: CH0003245351 Valor: Listed: Freiverkehr in Berlin, DÜsseldorf, MÜnchen, Stuttgart; Frankfurt in Open Market ; SIX End of Announcement EQS Group News-Service ---------------------------------------------------------------------------


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