12-14-2016

High subscription ratio demonstrates support from shareholders – Capital increase successfully completed

- 40 percent of subscription rights exercised
- Capital measure supports the creation of a solid foundation for our growth businesses
- Proceeds will strengthen the balance sheet, improve the leverage ratio, and be used for redemption of outstanding debt as well as to enhance financial flexibility of the Group
- Equity ratio* rises to around 15% combined with an improvement in gearing** to below 2.0 as a result of the capital measure

Wiesbaden, December 14, 2016. SGL Carbon SE has successfully completed the capital increase resolved and announced on November 29, 2016. The 30.0 million new shares offered were nearly entirely subscribed and have been included in stock market trading since today. Within the framework of the transaction, 99.40% of the subscription rights were exercised by the holders of such rights. Consequently there will be no rump placement. The remaining number of new shares not subscribed will be dribbled-out through sales in stock exchange transactions.

Based on the pre-agreed subscription price of €6.00, the Company’s gross proceeds amount to €180.0 million as previously announced.

The proceeds will strengthen the balance sheet and improve the leverage ratio and be used to to repay outstanding debt and increase financial flexibility of the Group. The capital measure has increased the Company’s equity ratio* to around 15% and improved gearing** to below 2.

The Company intends to use net proceeds from the capital increase of approximately EUR 173 million – together with the net proceeds from the disposition of the business activities of its former reporting segment Performance Products (PP) – to redeem in full or early repurchase the convertible notes due 2018 and to early redeem in full the Company’s corporate bond.

The Company’s major shareholders – SKion GmbH (approx. 27.19% of shares) and BMW AG (approx. 18.26%) – participated in the capital increase in proportion to their respective shareholdings.

*   Equity attributable to the shareholders of the parent company divided by total assets
**Net financial debt divided by equity attributable to the shareholders of the parent company
(Both figures based on financial data as of September 30, 2016 and assuming net proceeds from the capital increase of approx. EUR173m)

 

About SGL Group – The Carbon Company

SGL Group is one of the world’s leading manufacturers of carbon-based products and materials. It has a comprehensive portfolio ranging from carbon and graphite products to carbon fibers and composites. SGL Group’s core competencies are its expertise in high-temperature technology as well as its applications and engineering know-how gained over many years. These competencies enable the Company to make full use of its broad material base. SGL Group’s carbon-based materials combine several unique properties such as very good electrical and thermal conductivity, heat and corrosion resistance as well as high mechanical strength combined with low weight. Due to industrialization in the growth regions of Asia and Latin America and increased substitution of traditional with innovative materials, there is a growing demand for SGL Group’s high-performance materials and products. Products from SGL Group are used predominantly in the steel, aluminum, automotive and chemical industries as well as in the semiconductor, solar and LED sectors and in lithium-ion batteries. Carbon-based materials and products are also being used increasingly in the wind power, aerospace and defense industries.

With 34 production sites in Europe, North America and Asia as well as a service network covering more than 100 countries, SGL Group is a company with a global presence. In 2015, the Company’s workforce of around 5,700 employees generated sales of €1,323 million. The Company’s head office is located in Wiesbaden.

Important note:

These materials may not be published, distributed or transmitted in the United States, Canada, Australia or Japan. These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase or subscribe for securities (the “Shares”) of SGL Carbon SE (the “Company”) to any person in the United States, Australia, Canada, Japan, the United Kingdom, Germany or any other jurisdiction in which such offer or solicitation is unlawful. The Shares of the Company have not been nor will they be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. The Shares of the Company have not been, and will not be, offered to U.S. investors. There will be no public offer of the Shares in the United States.

In the United Kingdom, this document 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.

This publication constitutes neither an offer to sell nor a solicitation to buy securities. The offer will be made solely by means of, and on the basis of, a securities prospectus which is to be published. An investment decision regarding the publicly offered securities of SGL Carbon SE should only be made on the basis of the securities prospectus. The securities prospectus will be published promptly upon approval by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin) and will be available free of charge from SGL Carbon SE, Söhnleinstraße 8, 65201 Wiesbaden, Germany, or on the SGL Carbon SE website.

This press release contains forward looking statements based on the information currently available to us and on our current projections and assumptions. By nature, forward looking statements are associated with known and unknown risks and uncertainties, as a consequence of which actual developments and results can deviate significantly from the assessment published in this press release. Forward looking statements are not to be understood as guarantees. Rather, future developments and results depend on a number of factors; they entail various risks and unanticipated circumstances and are based on assumptions which may prove to be inaccurate. These risks and uncertainties include, for example, unforeseeable changes in political, economic, legal and business conditions, particularly relating to our main customer industries, such as electric steel production, to the competitive environment, to interest rate and exchange rate fluctuations, to technological developments, and to other risks and unanticipated circumstances. Other risks that may arise in our opinion include price developments, unexpected developments associated with acquisitions and subsidiaries, and unforeseen risks associated with ongoing cost savings programs. SGL Group assumes no responsibility in this regard and does not intend to adjust or otherwise update these forward looking statements.

Stabilization / EU Regulation 2273/2003 / German law / FSA.

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