AT&S announces the successful placement of a €400 million deeply subordinated perpetual convertible bond with an early redemption option for the Company

NOT FOR DISTRIBUTION IN OR INTO THE U.S., AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

AT&S announces the successful placement of a €400 million deeply subordinated perpetual convertible bond with an early redemption option for the Company (Hybrid Convertible Bond)

Leoben, Austria, 16 June 2026 – AT&S Austria Technologie & Systemtechnik Aktiengesellschaft (“AT&S” or the “Company”) announces certain terms of the new deeply subordinated perpetual convertible bond with an early redemption option for the Company (Hybrid Convertible Bond, the “Bond”). The Bond will be convertible into new and/or existing ordinary no-par value bearer shares of the Company (the “Shares”) for a limited time.

The Bond will be issued at par with a total nominal amount of €400 million at a denomination of €100,000. The Bond will pay interest of 2.500% per annum up to the First Reset Date. From the First Reset Date, the Bond will bear interest at a rate equal to the sum of (i) the applicable 5-year Mid-Swap Rate in Euro, and (ii) the margin of 1,000bps. The Company will have no obligation to pay interest if it elects to defer the relevant payment of interest in whole or in part.

The initial conversion price will be set at a 30% premium above the reference share price, which will be equal to the volume weighted average price of the Shares on the Vienna Stock Exchange today and will be announced in a separate press release later today.

The Company may redeem all, but not some only, of the Bond outstanding (i) on the First Reset Date or any subsequent Interest Payment Date, (ii) at any time on or after 27 August 2029 if the price of the Shares underlying the Bond is equal to or exceeds 150 per cent of the conversion price in effect over a certain period, (iii) for reasons of a Gross up Event, a Tax Event, or an Accounting Event, or (iv) if less than 25 per cent. of the aggregate principal amount of the Bond originally issued remains outstanding.

“We are very pleased with the success of this transaction, which received strong investor demand and reflects the market’s confidence in AT&S’ strategic direction. This inaugural deeply subordinated perpetual convertible bond optimizes the capital structure at attractive costs and diversifies our funding mix to provide enhanced flexibility and resilience for our future growth strategy. Furthermore, the refinancing of existing indebtedness would result in material coupon savings compared to AT&S’ outstanding capital market financing instruments.”, said Gerrit Steen, CFO of AT&S.

AT&S intends to use the net proceeds from the issuance of the Bond for general corporate purposes, including the refinancing of existing indebtedness and to strengthen its capital base.

The settlement of the Bond is expected to take place on or around 23 June 2026. Application will be made for the Bond to be admitted to trading on the Vienna MTF of the Vienna Stock Exchange.

As part of the Offering, the Company has agreed to a lock-up period ending 90 calendar days after the Issue Date, subject to customary exemptions and waiver by the Joint Global Coordinators.

J.P. Morgan, Deutsche Bank and Citigroup acted as Joint Global Coordinators and Joint Bookrunners on the issue of the Offering. Erste Group and Raiffeisen Bank International acted as Co-Lead Managers. 

AT&S Austria Technologie & Systemtechnik Aktiengesellschaft – Advanced Technologies & Solutions

AT&S is a leading global manufacturer of high-end IC substrates and printed circuit boards. AT&S develops and produces leading-edge interconnect technologies for key digital industries: mobile devices, automotive & aerospace, industrial, medical and high-performance computing for AI applications. With production sites in Austria (Leoben, Fehring), China (Shanghai, Chongqing), Malaysia (Kulim), India (Nanjangud) and a European competence center for R&D and IC substrate production in Leoben, AT&S is actively shaping the digital transformation – through forward-looking investments in research and development and the responsible use of resources. The company currently employs around 14,000 people. Further information can also be found at www.ats.net

Media download:

On the AT&S media portal https://ats.canto.de/v/press you will find continuously updated picture material on AT&S.

Media contact:

Gerald Reischl, Vice President Corporate Communications
Phone: +43 3842 200 4252; Mobile: +43 664 8859 2452; g.reischl@ats.net

Contact Investor Relations:

Philipp Gebhardt, Vice President Investor Relations
Phone: +43 3842 200 2274; Mobile: +43 664 7800 2274; p.gebhardt@ats.net    

AT&S Austria Technologie & Systemtechnik Aktiengesellschaft
Fabriksgasse 13
8700 Leoben / Austria
www.ats.net

Disclaimers

This announcement and the information contained herein is restricted and may not be published, distributed or released, directly or indirectly, in the United States of America (including its territories and possessions), Australia, Canada, Japan, South Africa or any other jurisdiction where such publication, distribution or release would be unlawful. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons who are in possession of this document or other information referred to herein should inform themselves about and observe any such restrictions. Further, this announcement is for information purposes only and is not an offer of, or a solicitation of an offer to purchase, sell or subscribe for, securities in any jurisdiction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The Bond offered or offered to be purchased, sold or subscribed for and the Shares to be delivered on conversion of the Bond will not be and have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in or into the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The securities referred to herein have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the securities referred to herein. No public offering of, or solicitation of an offer to purchase, sell or subscribe for, securities of the Company is being made in the United States or any such other jurisdiction.

This document and the offer when made, in member states of the European Economic Area ("EEA") (each a "Member State") and the United Kingdom ("UK"), are only addressed to and directed at persons who are "qualified investors" as defined in Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market (the "Prospectus Regulation" or the Public Offers and Admissions to Trading Regulations 2024 ("POATRs") ("Qualified Investors"). Each person in a Member State or in the UK who initially acquires any Bond or to whom any offer of Bond may be made and, to the extent applicable, any funds on behalf of which such person is acquiring the Bond that are located in a Member State or in the UK will be deemed to have represented, acknowledged and agreed that it is a Qualified Investor.

In addition, in the UK, this document is only being distributed to and is only directed at (i) persons 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"), (ii) high net worth entities falling within Article 49(2) of the Order and (iii) persons at or to whom it can otherwise lawfully be distributed or directed (all such persons together being referred to as "relevant persons"). The Securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this notification or any of its contents.

Solely for the purposes of the manufacturer's product approval process, contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of commission delegated directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the target market assessment in respect of the Bond has led to the conclusion that: (i) the target market for the Bond is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Bond to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Bond (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Bond (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.

The target market assessment is without prejudice to the requirements of any contractual or legal selling restrictions in relation to any offering of the securities. For the avoidance of doubt, the target market assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any action whatsoever with respect to the Bond.

The Bond is not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) 1286/2014 (as amended or superseded, the "PRIIPs Regulation") for offering or selling the Bond or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Bond or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

The Bond is not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or otherwise made available to any retail investor in the UK. For these purposes, a retail investor means a person who is not a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA"). Consequently, no disclosure document required by the FCA Product Disclosure Sourcebook ("DISC") for offering, selling or distributing the Bond or otherwise making them available to retail investors in the UK has been prepared and therefore offering, selling or distributing the Bond or otherwise making them available to any retail investor in the UK may be unlawful under DISC and the Consumer Composite Investments (Designated Activities) Regulations 2024.