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SGL CARBON SE (SGL)

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SGL Carbon SE : 04-18-2012 SGL Carbon SE to issue convertible notes – preview on the financial results for Q1/2012

04/18/2012 | 01:28am US/Eastern
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Wiesbaden, April 18, 2012. The Management Board of SGL Carbon SE (together with its subsidiaries "SGL Group") resolved today, with the consent of the Supervisory Board, to issue unsubordinated, unsecured convertible notes convertible into shares of SGL Carbon SE  (the "Convertible Notes"). The Convertible Notes will be issued only to institutional investors outside the United States of America by way of an accelerated bookbuilding (the "Offering"). The pre-emptive rights of existing shareholders of SGL Carbon SE to subscribe to the Convertible Notes are excluded.

The base issue size will be approximately €240 million with an increase option of up to €40 million. The Convertible Notes will be convertible into up to approximately 6.1 million no-par value shares of SGL Carbon SE including the increase option. The Convertible Notes will have a maturity of 5 years and 9 months and will be issued and redeemed at 100% of their principal amount with a coupon of between 2.125% - 2.875% p.a., payable semi-annually in arrear. The initial conversion price will be set at a premium of 30% - 35% above the volume weighted average price of SGL Carbon SE's shares during the bookbuilding period.

Pricing is expected to be announced later today and settlement is expected on or around April 25, 2012.

SGL Carbon SE intends to apply for the inclusion of the Convertible Notes to trading on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange. However, settlement and closing of the Offering is not conditional upon obtaining such inclusion to trading.

Commerzbank, Deutsche Bank and Morgan Stanley are acting as Joint Bookrunners and Joint Lead Managers for the Offering. LBBW and RBS are acting as Co-Lead Managers.

SGL Group plans to use the proceeds from the issue of the Convertible Notes for the funding of the acquisition of Fibras Sintéticas de Portugal SA (Fisipe), the expansion of its local production capacities for the Chinese graphite electrode market, which SGL Group expects to become the largest single graphite electrode market in the next 5-10 years, for potential strategic opportunities for vertical integration in the Business Area Performance Products, and for general corporate purposes. In addition, the proceeds will be used to pay back the 2007/2013 convertible notes which have not been converted into shares by the date of maturity on May 16, 2013. At March 31, 2012, the outstanding amount of the 2007/2013 convertible notes was €145.5 million.

Jürgen Muth, CFO SGL Group: "The issue of this new convertible bond is a further building block in our corporate financing that supports and ensures our growth strategy in the long term. We are thus strengthening our financial independence and flexibility to enable us to exploit growth opportunities. This is a signal to our customers that with SGL Group they have a reliable partner who will continue to support them in their development and expansion plans."

Preview on the financial results for Q1/2012
In conjunction with the issuance of the Convertible Notes, SGL Group releases the following financial results preview for the first quarter 2012: Group sales improved by 5% to €382 million (Q1/2011: €364 million). Operating profit (EBIT) reached €36 million (Q1/2011: €36 million), resulting in a return on sales of 9.5% (Q1/2011: 10.0%). Primarily due to necessary working capital build up to support the growth of the business expected particularly for the second half of the year, net debt as at March 31, 2012 increased to €419 million compared to €343 million as at December 31, 2011.

This press release constitutes neither an offer to sell nor a solicitation to buy any securities.

This press release is not being issued in the United States of America and must not be distributed to publications with a general circulation in the United States. This press release does not constitute an offer or invitation to purchase any securities in the United States. The securities of SGL Carbon SE have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered, sold or delivered within the United States absent from registration under or an applicable exemption from the registration requirements of the Securities Act.

This document is directed only at persons (I) who are outside the United Kingdom or (II) who have professional experi-ence in matters relating to investment falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (III) who fall within article 49(2)(A) to (D) ("high net worth companies, unincorporated associations, etc.") of the Order (all such persons together being referred to as "relevant persons").  Any person who is not a relevant person must not act or rely on this communication or any of its contents. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons.

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 pre-dominantly 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 46 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 2011, the Company's workforce of around 6,500 employees generated sales of €1,540 million. The Company's head office is located in Wiesbaden.

Further information on the SGL Group can be found online at: www.sglgroup.com.

This press release may contain forward-looking statements based on the information currently available to us and on our current projections and assumptions. By nature, forward-looking statements involve known and unknown risks and uncertainties, as a consequence of which actual developments and results can deviate significantly from these forward-looking statements. 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 in our opinion may arise include price developments, unexpected developments connected with acquisitions and subsidiaries, and unforeseen risks associated with ongoing cost savings programs. SGL Group does not intend or assume any responsibility to revise or otherwise update these forward-looking statements.

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