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DGAP-News: SAF-HOLLAND S.A.: SAF-HOLLAND S.A. successfully places EUR 100.2 million convertible bonds due 2020

September 5, 2014

DGAP-News: SAF-HOLLAND S.A. / Key word(s): Issue of Debt SAF-HOLLAND S.A.: SAF-HOLLAND S.A. successfully places EUR 100.2 million convertible bonds due 2020 05.09.2014 / 12:53 --------------------------------------------------------------------- SAF-HOLLAND S.A. successfully places EUR 100.2 million convertible bonds due 2020 * Aggregate principal amount: EUR 100.2 million * Maturity: 12 September 2020 * Convertible into 8.1 million ordinary shares of SAF-HOLLAND, conversion premium: 20% * Interest rate: 1.00% p.a. Luxembourg, September 5, 2014 - SAF-HOLLAND S.A., listed on the SDAX index, successfully placed senior, unsecured convertible bonds (ISIN DE000A1ZN7J4 / WKN A1ZN7J) in an aggregate principal amount of EUR 100.2 million with institutional investors with substantial over-subscription just a few hours after the start of the private placement via an accelerated bookbuilding. The convertible bonds issued at 100% of their nominal value with a denomination of EUR 100,000 per convertible bond are initially convertible into 8.1 million new or existing ordinary shares of SAF-HOLLAND S.A. with a par value of EUR 0.01, representing approx. 17.8% of SAF-HOLLAND S.A.'s current outstanding share capital. The pre-emptive rights of existing shareholders have been excluded. The proceeds from the issuance of the convertible bond will be used to refinance existing financial indebtedness and for general corporate purposes. The convertible bonds have an annual interest rate of 1.00%, payable semi-annually in arrears, and a final maturity in 6 years, on September 12, 2020. The first interest payment installment of the semi-annual payment will be made on March 12, 2015. The initial conversion price amounts to EUR 12.3706 which represents a conversion premium of 20% above the applicable reference share price. "We are very pleased that the convertible bonds have been met with such strong interest of the capital markets and that the transaction was closed only within hours. This is a proof of the investor's confidence into the strength of SAF-HOLLAND S.A.. With the successful placement of the convertible bonds, we are now able to even further optimize our financing costs", said Wilfried Trepels, CFO of SAF-HOLLAND S.A.. The convertible bonds have been placed solely to institutional investors in certain jurisdictions via a private placement. The convertible bonds are expected to be issued by SAF-HOLLAND S.A. on or around September 12, 2014 and are to be included in the trading on the non-regulated open market segment (Freiverkehr) of the Frankfurt Stock Exchange. Citigroup Global Markets Limited and COMMERZBANK Aktiengesellschaft acted as Joint Bookrunners. IKB Deutsche Industriebank AG acted as Co-Lead Manager and advisor. Company Profile With sales of approximately EUR 860 million in 2013 and more than 3,000 employees, SAF-HOLLAND S.A. is one of the world's leading manufacturers and suppliers of premium product systems and components primarily for trailers as well as trucks, buses and recreational vehicles. The product range encompasses trailer axle systems and suspension systems, coupling devices, kingpins, and landing legs, among other things. SAF-HOLLAND sells its products on six continents to Original Equipment Manufacturers (OEMs) in the replacement parts market and, in the aftermarket business, to the OEM's Original Equipment Suppliers (OESs), as well as by means of a global service and distribution network. SAF-HOLLAND also sells its products to end users and service centers using this network. SAF-HOLLAND has therefore established itself as one of the few manufacturers in its sector that is internationally positioned with an extensive product range and a broad service network. SAF-HOLLAND S.A. is listed in the Prime Standard of the Frankfurt Stock Exchange and is a component of the SDAX index (ISIN: LU0307018795). Important information This publication may not be published, distributed or transmitted, directly or indirectly, in the United States (including its territories and possessions), Canada, Australia or Japan or any other jurisdiction in which offers or sales would be prohibited by applicable law. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes 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 publication does not constitute an offer of securities for sale, an offer to purchase any securities or a solicitation of an offer to purchase securities in the United States, Germany or any other jurisdiction. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. The securities mentioned herein (including the convertible bonds and the SAF-HOLLAND S.A. shares to be delivered at conversion) may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. SAF-HOLLAND S.A. does not intend to register any portion of any offering of its securities in the United States or to conduct an offering of its securities in the United States. In the United Kingdom, this publication is only being distributed to and is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. In member states of the European Economic Area which have implemented the Prospectus Directive (each, a "Relevant Member State"), this publication and any offer if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Directive. For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU. No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions. In connection with any offering of the convertible bonds, COMMERZBANK Aktiengesellschaft and Citigroup Global Markets Limited (together, the "Joint Bookrunners") and any of their respective affiliates acting as an investor for their own account may take up as a proprietary position any convertible bonds and in that capacity may retain, purchase or sell for their own account such convertible bonds. In addition any of the Joint Bookrunners or its affiliates may enter into financing arrangements and swaps with investors in connection with which such Joint Bookrunner (or its affiliates) may from time to time acquire, hold or dispose of the convertible bonds. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so. The Joint Bookrunners are acting on behalf of SAF-HOLLAND S.A. and no one else in connection with any offering of the convertible bonds and will not be responsible to any other person for providing the protections afforded to clients of the respective Joint Bookrunners nor for providing advice in relation to any offering of the convertible bonds. Contact: SAF-HOLLAND GmbH Claudia Hoellen Hauptstraße 26 63856 Bessenbach Phone +49 6095 301-617 claudia.hoellensafholland.de --------------------------------------------------------------------- 05.09.2014 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------- Language: English Company: SAF-HOLLAND S.A. 68-70, boulevard de la PÉtrusse L-2320 Luxembourg Grand Duchy of Luxembourg Phone: +49 6095 301 - 0 Fax: +49 6095 301 - 260 E-mail: info@safholland.de Internet: www.safholland.com ISIN: LU0307018795, DE000A1HA979, WKN: A0MU70, A1HA97 Indices: SDAX Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, DÜsseldorf, Hamburg, MÜnchen, Stuttgart End of News DGAP News-Service --------------------------------------------------------------------- 285756 05.09.2014


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