Notice pursuant to § 11(2) of the Terms and Conditions of the EUR 150,000,000 4.25% Fixed Rate Bonds 2012-2017 of Constantia Flexibles Group GmbH
ISIN: AT0000A0V7Q0
The interests in Constantia Flexibles Group GmbH ("Constantia") were acquired in a transaction that constitutes a "Change of Control" under the terms and conditions (the "Terms and Conditions") of the EUR 150,000,000 4.25% Fixed Rate Bonds 2012-2017 (ISIN AT0000A0V7Q0) of Constantia (the "Bonds"), which "Change of Control" occurred on March 26, 2015.
Consequently, Constantia hereby gives notice in accordance with § 11(2) in conjunction with § 15(2) of the Terms and Conditions that a "Change of Control" occurred on March 26, 2015 on account of which the holders of the Bonds have a put right, exercisable within thirty (30) days after publication of this notice pursuant to § 15 of the Terms and Conditions (the "Exercise Period"), requiring Constantia to redeem the Bonds at the principal amount plus interest accrued up to (but excluding) the redemption date.
In order to properly exercise their put right in accordance with § 11(3) of the Terms and Conditions, holders of Bonds must submit a valid order within the Exercise Period specified above via their respective custodian bank to be transferred to the paying agent. Alternatively, also a signed written notice to the paying agent via the respective noteholder's custodian bank will be accepted. In case the redemption funds are transferred to a bank account which is not denominated in Euro, possible fees and costs in connection with the redemption payment are to be borne by the noteholder.
Constantia Flexibles Group GmbH
Vienna, March 26, 2015
Contact and Questions:
Constantia Flexibles Group GmbH
Daniel Smith
Head of Communications
Rivergate, Handelskai 92
A-1200 Wien, Österreich
Mobile: +49 172 441 8030
E-Mail: [email protected]
Homepage: www.cflex.com
THIS NOTICE CONSTITUTES NEITHER AN OFFER TO SELL NOR A SOLICITATION TO BUY ANY SECURITIES OF CONSTANTIA FLEXIBLES GROUP GMBH. THIS NOTICE AND THE INFORMATION CONTAINED HEREIN ARE NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA AND MUST NOT BE DISTRIBUTED TO U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT")) OR TO PUBLICATIONS WITH A GENERAL CIRCULATION IN THE UNITED STATES. THIS NOTICE DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO PURCHASE ANY SECURITIES OF CONSTANTIA FLEXIBLES GROUP GMBH IN THE UNITED STATES. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO U.S. PERSONS ABSENT REGISTRATION UNDER OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
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 of the Terms and Conditions of the EUR 150,000,000 4.25% Fixed Rate Bonds 2012-2017 of Constantia Flexibles Group GmbH)
