PORR AG, a company active in the construction sector and thus indirectly in real estate, has successfully placed a deeply subordinated, perpetual convertible bond with a total volume of EUR 150 million on the market. This placement includes an early redemption option for the company and can be converted into new or existing ordinary no-par value shares of PORR AG until the first interest adjustment date. The proceeds from the issue are intended to underpin the company's financial strength and accelerate PORR AG's growth initiatives.
Karl-Heinz Strauss, CEO of PORR Group, stated that this placement strengthens the financial basis to further expand the market position in the seven home markets and provide the necessary flexibility for growth initiatives. The strategic focus remains on intelligent growth, taking into account “Green and Lean” principles.
Details of the Issue and Financial Impact
The net proceeds from the issuance of the bond are intended to increase financial flexibility. They are expected to accelerate organic or inorganic growth and serve general corporate purposes. In the IFRS consolidated financial statements, this bond will be classified as equity, which strengthens the company's balance sheet structure.
The placement was carried out through an accelerated bookbuilding process and was directed exclusively at institutional investors in certain jurisdictions outside the United States of America. The subscription rights of existing shareholders were excluded. The interest rate on the bond is 2.750 per cent per annum until 30 September 2031. Thereafter, the interest rate will adjust to the sum of the applicable 5-year Euro Mid-Swap Rate and a margin of 900 basis points. An initial conversion price of EUR 42.90 per share corresponds to a conversion premium of 30 per cent on the reference share price of EUR 33.00. This is based on a volume of approximately 3.5 million shares, which represents about 8.9 per cent of PORR's issued share capital.
The bond is issued at par with a denomination of EUR 100,000. Settlement is expected to occur on or about 30 September 2026. Application will be made for the inclusion of the bond for trading on the Vienna MTF of the Vienna Stock Exchange. Additionally, a lock-up period of 90 calendar days after the issue date has been agreed, subject to customary exceptions and a waiver by the Joint Global Coordinators and Bookrunners.
Parties Involved and Accompanying Transactions
Concurrently with the placement of the bond, the Joint Global Coordinators and Bookrunners carried out a delta placement. This allowed subscribers to the bond, who wished to hedge their market risk, to sell existing shares in short sales to mediated buyers. PORR AG will not receive any proceeds from these share sales in connection with the concurrent accelerated placement process.
- —BofA Securities, Raiffeisen Bank International (in cooperation with ODDO BHF) and UniCredit acted as Joint Global Coordinators and Bookrunners for the transaction.
- —Lilja & Co. advised PORR AG as an independent financial adviser.
