Dialog Semiconductor Plc.: DIALOG SEMICONDUCTOR PLC ANNOUNCES THE PRICING OF ITS CONVERTIBLE BONDS / DIALOG SEMICONDUCTOR PLC PRICES 5-YEAR SENIOR UNSECURED CONVERTIBLE BONDS
Dialog Semiconductor Plc. / Key word(s): Bond
08.03.2012 13:42
Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
---------------------------------------------------------------------------
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES, CANADA, JAPAN, JERSEY, AUSTRALIA OR ITALY, OR IN ANY OTHER
JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE
LAW
DIALOG SEMICONDUCTOR PLC ANNOUNCES THE PRICING OF ITS CONVERTIBLE BONDS
DIALOG SEMICONDUCTOR PLC PRICES 5-YEAR SENIOR UNSECURED CONVERTIBLE BONDS
Kirchheim/Teck, Germany, 8 March 2012 - Dialog Semiconductor Plc (FWB: DLG)
('Dialog Semiconductor' or the 'Company') announces the pricing of its
offering (the 'Offering') of USD 201 million senior unsecured convertible
bonds due 2017 (the 'Bonds'). The Bonds will be convertible into ordinary
shares (the 'Shares') of Dialog Semiconductor.
The maturity of the Bonds is 5 years. The Bonds will be issued at 100 per
cent. of their principal amount and will have a coupon of 1.00 per cent.
per annum payable semi-annually in arrear. The conversion price is USD
29.5717 (EUR 22.367 equivalent), which represents a premium of 35 per cent.
above the volume-weighted average price of the Shares on XETRA during the
course of today up to the time of pricing.
If not previously converted or redeemed, the Bonds will be redeemed at par
5 years from the Closing Date. The Company will have the option to call all
outstanding Bonds from approximately 3 years after the Closing Date until
maturity, in the event that the value of the Shares underlying a Bond
exceeds 130% of the principal amount over a certain period. The shares to
be issued upon conversion of the Bonds will represent approximately 10% of
Dialog Semiconductor's current issued share capital.
The Company intends to use the net proceeds of the Offering for general
corporate purposes and potential acquisitions.
The Bonds are being offered to institutional investors only. Neither the
Bonds nor the Shares have been or will be registered under the U.S.
Securities Act 1933, as amended (the 'Securities Act') and will be offered
and sold only outside the United States in compliance with Regulation S
under the Securities Act. Neither the Bonds nor the Shares will be offered
to investors in the United States, Australia, Canada, Italy or Japan or any
other jurisdiction in which offers or sales would be prohibited by
applicable law.
Closing is expected to take place on or about 12 April 2012 (the 'Closing
Date'). Before the Closing Date an offering circular will be made available
by Dialog Semiconductor.
Application will be made for the admission of the Bonds to the official
list of the Luxembourg Stock Exchange and application will be made for the
admission of the Bonds to trading on the Luxembourg Stock Exchange's Euro
MTF Market.
Barclays Capital is acting as Sole Bookrunner of the Offering.
---------------------------------------------------------------------------
Information and Explaination of the Issuer to this News:
For further information please contact:
Dialog Semiconductor
Neue Straße 95
D-73230 Kircheim/Teck
Germany
T +49-7021-805-412
F +49-7021-805-200
dialog@fticonsulting.com
www.dialog-semiconductor.com
FTI Consulting - London
Matt Dixon
T +44 20 7269 7214
matt.dixon@fticonsulting.com
Note to editors:
Dialog Semiconductor creates highly integrated, mixed-signal integrated
circuits (ICs) optimised for personal portable, low energy short-range
wireless, lighting, display and automotive applications. The Company
provides flexible and dynamic support, world-class innovation and the
assurance of dealing with an established business partner.
With its focus and expertise in energy efficient system power management,
and now with the recent addition of low energy short range wireless and
VoIP technology to the portfolio, Dialog Semiconductor brings decades of
experience to the rapid development of ICs for personal portable
applications including smartphones, tablet PCs, digital cordless phones and
gaming applications.
Dialog Semiconductor's power management processor companion chips are
essential for enhancing both the performance in terms of extended battery
lifetime and the consumers' multimedia experience. With world-class
manufacturing partners, Dialog Semiconductor operates a fabless business
model.
Dialog Semiconductor Plc is headquartered near Stuttgart with a global
sales, R&D and marketing organisation. In 2011, it had approximately $527
million in revenue and was one of the fastest growing European public
semiconductor companies. It currently has approximately 650 employees. The
Company is listed on the Frankfurt (FWB: DLG) stock exchange and is a
member of the German TecDax index.
IMPORTANT NOTICE:
THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO PURCHASE ANY SECURITIES IN THE UNITED STATES. THE SECURITIES 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 U.S.,
AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR FOR THE ACCOUNTS OR
BENEFIT OF ANY U.S. PERSONS AS THAT TERM IS DEFINED IN THE U.S. SECURITIES
LAWS, EXCEPT IN A TRANSACTION NOT SUBJECT TO, OR PURSUANT TO AN APPLICABLE
EXEMPTION FROM, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY
STATE SECURITIES LAWS. THIS DOCUMENT MAY NOT BE DISTRIBUTED OR SENT INTO
THE UNITED STATES, OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES OF
THE SECURITIES DESCRIBED HEREIN WOULD BE PROHIBITED BY APPLICABLE LAWS AND
SHOULD NOT BE DISTRIBUTED TO UNITED STATES PERSONS OR PUBLICATIONS WITH A
GENERAL CIRCULATION IN THE UNITED STATES. NO OFFERING OF THE SECURITIES IS
BEING MADE IN THE UNITED STATES.
THIS IS NOT AN OFFER TO SELL, NOR A SOLICITATION OF AN OFFER TO BUY AND ANY
DISCUSSIONS, NEGOTIATIONS OR OTHER COMMUNICATIONS THAT MAY BE ENTERED INTO,
WHETHER IN CONNECTION WITH THE TERMS SET OUT HEREIN OR OTHERWISE, SHALL BE
CONDUCTED SUBJECT TO CONTRACT.
NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS OR WILL BE MADE AS
TO, OR IN RELATION TO, AND NO RESPONSIBILITY OR LIABILITY IS OR WILL BE
ACCEPTED BY THE LEAD MANAGER OR BY ANY OF THEIR RESPECTIVE OFFICERS OR
AGENTS AS TO OR IN RELATION TO THE ACCURACY OR COMPLETENESS OF THIS
DOCUMENT, OR ANY OTHER WRITTEN OR ORAL INFORMATION MADE AVAILABLE TO ANY
INTERESTED PARTY OR ITS ADVISERS AND ANY LIABILITY THEREFORE IS HEREBY
EXPRESSLY DISCLAIMED.
COPIES OF THIS DOCUMENT ARE NOT BEING, AND MUST NOT BE, MAILED, OR
OTHERWISE FORWARDED, DISTRIBUTED OR SENT IN, INTO OR FROM THE UNITED STATES
OR ANY OTHER JURISDICTION IN WHICH SUCH MAILING WOULD BE ILLEGAL, OR TO
PUBLICATIONS WITH A GENERAL CIRCULATION IN THOSE JURISDICTIONS, AND PERSONS
RECEIVING THIS DOCUMENT (INCLUDING CUSTODIANS, NOMINEES AND TRUSTEES) MUST
NOT MAIL OR OTHERWISE FORWARD, DISTRIBUTE OR SEND IT IN, INTO OR FROM THE
UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH MAILING WOULD BE
ILLEGAL OR TO PUBLICATIONS WITH A GENERAL CIRCULATION IN THOSE
JURISDICTIONS.
THIS DOCUMENT IS ONLY ADDRESSED TO AND DIRECTED, IN MEMBER STATES OF THE
EUROPEAN ECONOMIC AREA WHICH HAVE IMPLEMENTED THE PROSPECTUS DIRECTIVE
(EACH, A 'RELEVANT MEMBER STATE'), AT PERSONS WHO ARE 'QUALIFIED INVESTORS'
WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE
(DIRECTIVE 2003/71/EC) ('QUALIFIED INVESTORS'). EACH PERSON WHO RECEIVES
THIS DOCUMENT WILL BE DEEMED TO HAVE REPRESENTED, ACKNOWLEDGED AND AGREED
THAT IT IS A 'QUALIFIED INVESTOR' WITHIN THE MEANING OF ARTICLE 2(1)(E) OF
THE PROSPECTUS DIRECTIVE. IN ADDITION, IN THE UNITED KINGDOM, THIS DOCUMENT
IS BEING DISTRIBUTED ONLY TO, AND 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') AND QUALIFIED
INVESTORS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, AND (II) TO
WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER
BEING REFERRED TO AS 'RELEVANT PERSONS'). THIS DOCUMENT 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 EUROPEAN ECONOMIC AREA OTHER
THAN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT QUALIFIED INVESTORS.
08.03.2012 DGAP's 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: Dialog Semiconductor Plc.
Tower Bridge House, St. Katharine's Way
E1W 1AA London
United Kingdom
Phone: +49 7021 805-412
Fax: +49 7021 805-200
E-mail: birgit.hummel@diasemi.com
Internet: www.diasemi.com
ISIN: GB0059822006
WKN: 927200
Indices: TecDAX
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
in Berlin, Düsseldorf, Hamburg, München, Stuttgart
End of Announcement DGAP News-Service
---------------------------------------------------------------------------
Dialog Semiconductor Plc. / Key word(s): Bond
08.03.2012 13:42
Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
---------------------------------------------------------------------------
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES, CANADA, JAPAN, JERSEY, AUSTRALIA OR ITALY, OR IN ANY OTHER
JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE
LAW
DIALOG SEMICONDUCTOR PLC ANNOUNCES THE PRICING OF ITS CONVERTIBLE BONDS
DIALOG SEMICONDUCTOR PLC PRICES 5-YEAR SENIOR UNSECURED CONVERTIBLE BONDS
Kirchheim/Teck, Germany, 8 March 2012 - Dialog Semiconductor Plc (FWB: DLG)
('Dialog Semiconductor' or the 'Company') announces the pricing of its
offering (the 'Offering') of USD 201 million senior unsecured convertible
bonds due 2017 (the 'Bonds'). The Bonds will be convertible into ordinary
shares (the 'Shares') of Dialog Semiconductor.
The maturity of the Bonds is 5 years. The Bonds will be issued at 100 per
cent. of their principal amount and will have a coupon of 1.00 per cent.
per annum payable semi-annually in arrear. The conversion price is USD
29.5717 (EUR 22.367 equivalent), which represents a premium of 35 per cent.
above the volume-weighted average price of the Shares on XETRA during the
course of today up to the time of pricing.
If not previously converted or redeemed, the Bonds will be redeemed at par
5 years from the Closing Date. The Company will have the option to call all
outstanding Bonds from approximately 3 years after the Closing Date until
maturity, in the event that the value of the Shares underlying a Bond
exceeds 130% of the principal amount over a certain period. The shares to
be issued upon conversion of the Bonds will represent approximately 10% of
Dialog Semiconductor's current issued share capital.
The Company intends to use the net proceeds of the Offering for general
corporate purposes and potential acquisitions.
The Bonds are being offered to institutional investors only. Neither the
Bonds nor the Shares have been or will be registered under the U.S.
Securities Act 1933, as amended (the 'Securities Act') and will be offered
and sold only outside the United States in compliance with Regulation S
under the Securities Act. Neither the Bonds nor the Shares will be offered
to investors in the United States, Australia, Canada, Italy or Japan or any
other jurisdiction in which offers or sales would be prohibited by
applicable law.
Closing is expected to take place on or about 12 April 2012 (the 'Closing
Date'). Before the Closing Date an offering circular will be made available
by Dialog Semiconductor.
Application will be made for the admission of the Bonds to the official
list of the Luxembourg Stock Exchange and application will be made for the
admission of the Bonds to trading on the Luxembourg Stock Exchange's Euro
MTF Market.
Barclays Capital is acting as Sole Bookrunner of the Offering.
---------------------------------------------------------------------------
Information and Explaination of the Issuer to this News:
For further information please contact:
Dialog Semiconductor
Neue Straße 95
D-73230 Kircheim/Teck
Germany
T +49-7021-805-412
F +49-7021-805-200
dialog@fticonsulting.com
www.dialog-semiconductor.com
FTI Consulting - London
Matt Dixon
T +44 20 7269 7214
matt.dixon@fticonsulting.com
Note to editors:
Dialog Semiconductor creates highly integrated, mixed-signal integrated
circuits (ICs) optimised for personal portable, low energy short-range
wireless, lighting, display and automotive applications. The Company
provides flexible and dynamic support, world-class innovation and the
assurance of dealing with an established business partner.
With its focus and expertise in energy efficient system power management,
and now with the recent addition of low energy short range wireless and
VoIP technology to the portfolio, Dialog Semiconductor brings decades of
experience to the rapid development of ICs for personal portable
applications including smartphones, tablet PCs, digital cordless phones and
gaming applications.
Dialog Semiconductor's power management processor companion chips are
essential for enhancing both the performance in terms of extended battery
lifetime and the consumers' multimedia experience. With world-class
manufacturing partners, Dialog Semiconductor operates a fabless business
model.
Dialog Semiconductor Plc is headquartered near Stuttgart with a global
sales, R&D and marketing organisation. In 2011, it had approximately $527
million in revenue and was one of the fastest growing European public
semiconductor companies. It currently has approximately 650 employees. The
Company is listed on the Frankfurt (FWB: DLG) stock exchange and is a
member of the German TecDax index.
IMPORTANT NOTICE:
THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO PURCHASE ANY SECURITIES IN THE UNITED STATES. THE SECURITIES 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 U.S.,
AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR FOR THE ACCOUNTS OR
BENEFIT OF ANY U.S. PERSONS AS THAT TERM IS DEFINED IN THE U.S. SECURITIES
LAWS, EXCEPT IN A TRANSACTION NOT SUBJECT TO, OR PURSUANT TO AN APPLICABLE
EXEMPTION FROM, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY
STATE SECURITIES LAWS. THIS DOCUMENT MAY NOT BE DISTRIBUTED OR SENT INTO
THE UNITED STATES, OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES OF
THE SECURITIES DESCRIBED HEREIN WOULD BE PROHIBITED BY APPLICABLE LAWS AND
SHOULD NOT BE DISTRIBUTED TO UNITED STATES PERSONS OR PUBLICATIONS WITH A
GENERAL CIRCULATION IN THE UNITED STATES. NO OFFERING OF THE SECURITIES IS
BEING MADE IN THE UNITED STATES.
THIS IS NOT AN OFFER TO SELL, NOR A SOLICITATION OF AN OFFER TO BUY AND ANY
DISCUSSIONS, NEGOTIATIONS OR OTHER COMMUNICATIONS THAT MAY BE ENTERED INTO,
WHETHER IN CONNECTION WITH THE TERMS SET OUT HEREIN OR OTHERWISE, SHALL BE
CONDUCTED SUBJECT TO CONTRACT.
NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS OR WILL BE MADE AS
TO, OR IN RELATION TO, AND NO RESPONSIBILITY OR LIABILITY IS OR WILL BE
ACCEPTED BY THE LEAD MANAGER OR BY ANY OF THEIR RESPECTIVE OFFICERS OR
AGENTS AS TO OR IN RELATION TO THE ACCURACY OR COMPLETENESS OF THIS
DOCUMENT, OR ANY OTHER WRITTEN OR ORAL INFORMATION MADE AVAILABLE TO ANY
INTERESTED PARTY OR ITS ADVISERS AND ANY LIABILITY THEREFORE IS HEREBY
EXPRESSLY DISCLAIMED.
COPIES OF THIS DOCUMENT ARE NOT BEING, AND MUST NOT BE, MAILED, OR
OTHERWISE FORWARDED, DISTRIBUTED OR SENT IN, INTO OR FROM THE UNITED STATES
OR ANY OTHER JURISDICTION IN WHICH SUCH MAILING WOULD BE ILLEGAL, OR TO
PUBLICATIONS WITH A GENERAL CIRCULATION IN THOSE JURISDICTIONS, AND PERSONS
RECEIVING THIS DOCUMENT (INCLUDING CUSTODIANS, NOMINEES AND TRUSTEES) MUST
NOT MAIL OR OTHERWISE FORWARD, DISTRIBUTE OR SEND IT IN, INTO OR FROM THE
UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH MAILING WOULD BE
ILLEGAL OR TO PUBLICATIONS WITH A GENERAL CIRCULATION IN THOSE
JURISDICTIONS.
THIS DOCUMENT IS ONLY ADDRESSED TO AND DIRECTED, IN MEMBER STATES OF THE
EUROPEAN ECONOMIC AREA WHICH HAVE IMPLEMENTED THE PROSPECTUS DIRECTIVE
(EACH, A 'RELEVANT MEMBER STATE'), AT PERSONS WHO ARE 'QUALIFIED INVESTORS'
WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE
(DIRECTIVE 2003/71/EC) ('QUALIFIED INVESTORS'). EACH PERSON WHO RECEIVES
THIS DOCUMENT WILL BE DEEMED TO HAVE REPRESENTED, ACKNOWLEDGED AND AGREED
THAT IT IS A 'QUALIFIED INVESTOR' WITHIN THE MEANING OF ARTICLE 2(1)(E) OF
THE PROSPECTUS DIRECTIVE. IN ADDITION, IN THE UNITED KINGDOM, THIS DOCUMENT
IS BEING DISTRIBUTED ONLY TO, AND 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') AND QUALIFIED
INVESTORS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, AND (II) TO
WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER
BEING REFERRED TO AS 'RELEVANT PERSONS'). THIS DOCUMENT 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 EUROPEAN ECONOMIC AREA OTHER
THAN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT QUALIFIED INVESTORS.
08.03.2012 DGAP's 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: Dialog Semiconductor Plc.
Tower Bridge House, St. Katharine's Way
E1W 1AA London
United Kingdom
Phone: +49 7021 805-412
Fax: +49 7021 805-200
E-mail: birgit.hummel@diasemi.com
Internet: www.diasemi.com
ISIN: GB0059822006
WKN: 927200
Indices: TecDAX
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
in Berlin, Düsseldorf, Hamburg, München, Stuttgart
End of Announcement DGAP News-Service
---------------------------------------------------------------------------