OFFICE TRANSLATION – only the German text is binding
This exchange offer is not for distribution, publication or transmission in the United States of America, Canada, Japan and Australia.
to the holders of the
EUR 2,000,000 7.25% Bearer bond 2017/2020
in exchange of
in participation certificates of Aimondo AG, CH-Schwende
On February 15, 2017, Aimondo GmbH (the “Issuer”) issued a EUR 2,000,000 Bearer Bond 2017/2020 (“Bond 2017/2020”), divided into 2,000 equal bearer bonds with a nominal value of EUR 1,000 each. The total nominal amount of the bond 2017/2020 is currently still outstanding. The Issuer and the Bidder do not hold any Bonds of the Bonds 2017/2020 themselves.
The Board of Directors of Aimondo AG has decided to invite the holders of the Bonds 2017/2020 to exchange their Bonds for participation certificates of Aimondo AG, CH-Schwende. A securities prospectus for the participation certificates offered as part of the exchange offer has not been prepared.
The invitation to exchange will be published as follows:
Invitation to exchange
Invitation to submit an exchange offer
Aimondo AG, CH-Schwende hereby invites the holders of the Bond 2017/2020 (hereinafter the “Invitation”) to submit offers for the exchange of one Bond 2017/2020 into 465 Participation Certificates with a par value of CHF 0.05 each (hereinafter the “Exchange” and the “Exchange Offer”).
(1) The exchange ratio is 1,000:465 (one thousand to four hundred and sixty-five). This means that each bondholder who has made an exchange offer will receive 465 participation certificates (ISIN: CH0457495734; WKN A2PBQD) from Aimondo AG for each exchanged bond 2017/2020 with a nominal value of EUR 1,000 each.
Offer period, extension of the offer period
(1) Offer period
The participation in the Exchange Offer by the holders of Bonds 2017/2020 will commence on 02 August 2019 0:00 CET and will end on 20 August 2019 24:00 CEST (the “Offer Period”). The Exchange Offer must be made in writing to the respective Custodian Bank within the Offer Period.
(1) The settlement agent for the exchange shall be the
KAS Bank N.V. – German Branch,
Mainzer Landstrasse 51, 60325 Frankfurt am Main, Germany
(the “Settlement Agent“).
(2) The Clearing House is responsible for the technical execution of the Exchange Offer and acts exclusively as an agent of Aimondo AG. No contractual relationship shall be established between the Settlement Agent and the bondholders. The Settlement Agent does not assume any obligations towards the bondholders.
Exchange, Authorization and Instruction
(1) Offer declaration
The holders of the Bonds 2017/2020 may only participate in this Exchange Offer by submitting within the Offer Period an offer for Exchange to their Custodian Bank in writing using the Offer Form provided by the Custodian Banks stating the number of Bonds of the Bonds 2017/2020 to be exchanged.
The written offer declaration may also be submitted by a proxy of the holder of Bonds 2017/2020.
(3) Further Declarations of the Participating Holders of Bonds 2017/2020
With the Offer Declaration, the holders of Bond 2017/2020 make the Exchange Offer for the number of Bonds of Bond 2017/2020 specified in the Offer Declaration in accordance with this Exchange Offer, and
The above declarations, instructions, orders and powers of attorney listed under letters (a) to (c) are irrevocably issued in the interest of a smooth and expeditious settlement of this Exchange Offer. The bondholders are aware that the Settlement Agent will also act on behalf of Aimondo AG.
Acceptance, processing and cancellation of offers
(1) Discretion of the issuer
It is at the sole and free discretion of Aimondo AG to accept or not accept exchange offers in full or in part without giving reasons. Exchange offers which are not made in accordance with the Exchange Conditions or in respect of which such an offer is not made in accordance with the relevant national laws and regulations will not be accepted by Aimondo AG.
Aimondo AG reserves the right to accept conversion offers or revocation instructions despite violations of the conversion conditions or failure to meet the conversion deadline, regardless of whether the issuer acts in the same manner with other bondholders with similar violations or failure to meet deadlines.
(2) Legal Consequences of the Conversion
Upon acceptance of this Exchange Offer by Aimondo AG, a contract for the exchange of the Bonds offered for exchange against the Participation Certificates (ISIN: CH0457495734; WKN A2PBQD) will be concluded between the respective participating holders of Bond 2017/2020 and Aimondo AG in accordance with the provisions of this Exchange Offer. By submitting their offer declaration, the participating holders of Bond 2017/2020 waive their right to receive the declaration of acceptance pursuant to § 151 para. 1 BGB. At the same time, the respective participating holders of the Bonds 2017/2020 and Aimondo AG, subject to acceptance of the Offer, agree on the transfer of ownership of the Bonds offered for exchange to the issuer and the transfer of ownership of the corresponding number of Participation Certificates (ISIN: CH0457495734; WKN A2PBQD) to the respective participating holders of the Bonds 2017/2020 on the respective execution date.
Upon transfer of ownership of the Bonds 2017/2020 offered for exchange, all claims and other rights associated therewith shall pass to Aimondo AG. This includes in particular the interest claims since 15 August 2018.
(3) Settlement of the Exchange Offer
The Bonds 2017/2020 offered for exchange will initially remain in the custody account of the respective holder, but will be blocked for other disposals.
Bonds 2017/2020 will be delivered to CBF’s clearing system concurrently with the transfer of the participation certificates for which exchange offers have been submitted and accepted by the issuer on the Execution Date. The Settlement Agent will act as Exchange Trustee for the participating holders of the Bonds 2017/2020 and, within the framework of the Zug-um-Zug Obligation, will issue the Bonds offered for exchange in exchange for the Participating Bonds 2017/2020.
Warranties of bondholders
Each bondholder who has made an Exchange Offer represents, warrants and undertakes to Aimondo AG and the Settlement Agent to submit the Exchange Offer at the end of the Exchange Period and on the Issue Date as follows:
The sale of the Bonds offered for exchange on the basis of the acceptance of this Exchange Offer may result in taxation of a capital gain or in a loss on disposal which may be eligible for tax purposes.
To this extent, the applicable tax provisions shall apply. Depending on the circumstances of the holder, foreign tax regulations may also apply. Aimondo AG recommends that holders of the Bond 2017/2020 obtain tax advice that takes into account their individual tax circumstances before accepting this Exchange Offer.
Applicable law – place of jurisdiction
This invitation, exchange offers and the exchange and transfer agreements resulting from the acceptance as well as all legal transactions and declarations between the bondholders, the Acceptance Agent and/or the Custodian Banks in connection with this invitation are subject to German law.
The exclusive place of jurisdiction for all legal disputes arising out of or in connection with this Exchange Offer (as well as any contract concluded as a result of acceptance of this Offer) shall, to the extent permitted by law, be Schwende, Switzerland.
Publications, dissemination of this document, other references
The dispatch, distribution or dissemination of this Offer Document to third parties as well as the acceptance of this Offer may be subject to legal restrictions. This Offer Document may not be directly or indirectly published, disseminated or passed on to third parties, insofar as this is prohibited by the applicable provisions or dependent on compliance with official procedures or the granting of an approval or other prerequisites. If persons outside the Federal Republic of Germany come into possession of this Offer Document or wish to accept the Offer, they are requested to inform themselves about any applicable restrictions and to comply with such restrictions. The issuer does not guarantee that the transmission or dispatch of this Offer Document or the acceptance of the Acquisition Offer is compatible with the relevant foreign regulations.
No further publications or other notifications by the issuer will be made in connection with this Exchange Offer, unless there is a further-reaching publication obligation.
The participation certificates are not and will not be registered under the provisions of the United Securities Act of 1933 (hereinafter “Securities Act”) or with the securities supervisory authorities of individual states of the United States of America. Accordingly, they will not be offered, sold or delivered, directly or indirectly, there, except in exceptional circumstances, pursuant to an exemption from the registration requirements of the Securities Act.
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