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voestalpine AG launches a EUR 200 million convertible bond offering in the context of a private placement

14 July 2005 | 

Not for distribution or release in the United States of America (or to US persons), Canada, Australia, Italy or Japan or in any other jurisdiction in which offers or sales would be prohibited by applicable law.

voestalpine AG, one of Europe’s leading producers of steel products for the automotive, construction, general manufacturing, white goods and railway industries, is launching a convertible bond offering with an aggregate principal base amount of up to EUR 200 million within an international private placement (the "Offering"). The bonds will mature on 21 July 2010 and are callable by the issuer on or after 1 January 2009 subject to a 130% trigger. The issue and the redemption price are set at 100% of par. The bonds are offered to investors with an annual coupon range of 1.20% to 1.70% and a conversion premium range of 30.0% to 35.0% over a reference price of the voestalpine AG shares to be set at pricing. The final terms are expected to be set today.

The Offering includes an extension clause of up to EUR 30 million (15%). Additionally, voestalpine AG has granted Deutsche Bank a Greenshoe option of up to EUR 20 million (10%) to cover over-allotments (if any) exercisable until 19 July 2005. The issue size can therefore reach up to EUR 250 million. The issuer expects to list the bonds on the Vienna Stock Exchange. The Offering will be carried out as a private placement. A public offer in Austria will not take place. The bonds will be offered to institutional investors outside the United States, Canada, Australia and Japan. The pre-emptive rights of the shareholders of voestalpine AG are excluded.

Deutsche Bank is acting as the Bookrunner for the Offering

In connection with the placement of the bonds, Deutsche Bank AG as stabilisation manager may over-allot or undertake measures aiming to support the stock exchange or market price of the bonds and/or the shares of voestalpine AG in order to offset selling pressure in those securities (stabilisation) for a pre-determined period of time starting at the date of publication of the final terms of the Offering. These measures may result in a higher price for the bonds and/or the shares than would otherwise prevail in the market. However, the stabilisation manager is under no obligation to engage in any stabilisation and, accordingly, there is no assurance that stabilisation will be undertaken. If conducted, stabilisation may be discontinued at any time at the discretion of the stabilisation manager, in any event the stabilisation activities must be terminated not later than 19 July 2005.

Stabilization / Regulation (EC) No. 2273/2003, FSA, German and Austrian Laws

For further information on the issue of the bonds and the preliminary stock exchange prospectus please visit our homepage www.voestalpine.com or contact:

Investor Relations
Wolfgang Lemberger
Tel: +43 (0) 732 65 85 – 99 49
Fax: +43 (0) 732 69 80 – 55 81
Mail: InvestorRelations@voestalpine.com

Important Note

This document does not constitute an offer of securities, nor a solicitation for an offer of securities, nor marketing or sales activity for such securities in Austria. This document must not be used for such an offer or such marketing activities in Austria. No public offer of securities will be made in Austria.

This ad hoc announcement does not constitute an offer to sell or a solicitation of an offer to purchase any securities in the United States. The securities referred to herein (including the bonds and the shares of voestalpine AG) 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 to or for the account or benefit of U.S. persons, 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 ad hoc announcement and the information contained herein may not be distributed or sent into the United States, Canada, Australia, Italy and Japan or in any other jurisdiction in which offers or sales 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 bonds is being made in the United States.

This website does not constitute an offer to sell or a solicitation of an offer to purchase any securities of voestalpine AG in the United States of America or in any other jurisdiction in which such offer or solicitation is not authorized. Restrictions and prohibitions contained on this website on offers and sales, and on the distribution of information set forth on this website, must strictly observed. Any person who fails to do so may violate the securities laws of the United States of America and other jurisdictions.