RAG-Stiftung places EUR375 million bonds exchangeable into shares

The bonds will bear interest at a rate of 1.45% per annum and will be issued at par. The initial exchange price of the bonds is EUR19.46, representing an exchange premium of 27.5% above the reference share price. The bonds will be redeemed at par in 2031, with an early redemption option of the issuer subject to certain conditions. The issuer plans to use the net proceeds of the offering to refinance the upcoming repayment of the existing exchangeable bonds due 2026 and for general corporate purposes.

The RAG-Stiftung finances what are termed perpetual obligations—obligations that have remained since the end of German hard coal mining. They relate mainly to pit water management, polder measures and ground water purification in the former hard coal mining regions along the Ruhr and Saar rivers as well as in Ibbenbüren. The RAG-Stiftung thereby reduces the burden on the public sector and makes an indispensable contribution to the ecological and economic transformation around the former mine sites. It also provides an important boost by promoting education, science and culture.

The A&O Shearman team was led by partner Dr. Hans Diekmann (Corporate/M&A, Dusseldorf) and counsel Nadine Kämper (Corporate/M&A, Frankfurt) and further comprised counsel Dorothée Kupiek-Vas (Corporate/M&A, Dusseldorf), partner Dr. Knut Sauer und associate Nico Theiß (both Corporate/M&A, Frankfurt). Advice on U.S. law aspects was provided by partner Marc Plepelits and senior associate Martin Schmidt (both Capital Markets, Frankfurt).