Convertible Bonds Due 2025
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NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA OR OTHERWISE OTHER THAN TO PERSONS TO WHOM IT CAN LAWFULLY BE DISTRIBUTED—THIS OFFERING IS AVAILABLE ONLY TO ADDRESSEES OUTSIDE OF THE UNITED STATES, SUBJECT TO CERTAIN RESTRICTIONS IMPORTANT: You must read the following before continuing. The following disclaimer applies to the attached prospectus (the "Prospectus") accessed via internet or otherwise received as a result of such access and you are therefore advised to read this disclaimer page carefully before reading, accessing or making any other use of the attached Prospectus. In accessing the attached Prospectus, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. IN PARTICULAR, ANY SECURITIES TO BE ISSUED HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA OR OTHER JURISDICTION AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA OR ITALY OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. YOU ARE NOT AUTHORIZED TO, AND YOU MAY NOT, FORWARD OR DELIVER THE ATTACHED PROSPECTUS, ELECTRONICALLY OR OTHERWISE, TO ANY OTHER PERSON OR REPRODUCE SUCH PROSPECTUS IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT AND THE ATTACHED PROSPECTUS IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE U.S. SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA OR APPLICABLE LAWS OF OTHER JURISDICTIONS. Confirmation of your Representation: By accessing the attached document you reconfirm your representation to Sika AG (the "Issuer") and UBS AG (the "Global Coordinator") that (1) you are outside the United States of America, as defined in Regulation S under the U.S. Securities Act, not acting on behalf of a person within the United States of America and, to the extent you purchase the securities described in the attached Prospectus, you will be doing so in compliance with Regulation S under the U.S. Securities Act, that (2) the electronic mail (or e-mail) address to which the attached Prospectus has been delivered is not located in the United States of America, its territories and possessions, any State of the United States or the District of Columbia (where "possessions" include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), and that (3) you consent to delivery of the attached Prospectus and any amendments or supplements thereto by electronic transmission. The attached Prospectus has been made available to you in electronic form. You are reminded that documents transmitted via electronic means may be altered or changed during the process of transmission and consequently none of the Issuer, the Global Coordinator and their respective affiliates, directors, officers, employees, representatives and agents or any other person controlling the Issuer, the Global Coordinator or any of their respective affiliates accepts any liability or responsibility whatsoever in respect of any discrepancies between the Prospectus distributed to you in electronic format and the hard copy version. If permitted by law, we will provide a hard copy version to you upon your request. The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. No action has been or will be taken in any jurisdiction by the Global Coordinator or the Issuer that would or is intended to, permit a public offering of the securities, or possession or distribution of the Prospectus (in preliminary, proof or final form) or any other offering or publicity material relating to the securities, in any country or jurisdiction where action for that purpose is required. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the Global Coordinator or any affiliate of the Global Coordinator is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by such Global Coordinator or such affiliate on behalf of the Issuer in such jurisdiction. For other sales restrictions, see "Important Information'' and "Sales Restrictions'' in the Prospectus. You are reminded that you have accessed the attached Prospectus on the basis that you are a person into whose possession this Prospectus may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not nor are you authorized to deliver this Prospectus, electronically or otherwise, to any other person. If you have gained access to this Prospectus contrary to the foregoing restrictions, you will be unable to purchase any of the securities described therein. If you receive this Prospectus by e-mail, you should not reply by e-mail to this announcement, and you may not purchase any securities by doing so. Any reply e- mail communications, including those you generate by using the "reply" function on your e-mail software, will be ignored or rejected. 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CHF 1,650,000,000 Senior Unsecured Convertible Bonds due 2025 convertible into shares of Sika AG (incorporated in Switzerland with limited liability) This prospectus (the "Prospectus") relates to an offering (the "Offering"), consisting of (i) an offering of the senior unsecured convertible bonds due 2025 convertible into Shares (as defined below) of the Issuer (as defined below) (the "Bonds", and each a "Bond") to the holders of Rights (as defined below) and to the public in Switzerland, and (ii) private placements of the Bonds in certain other jurisdictions outside of Switzerland and the United States in compliance with Regulation S ("Regulation S") under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and in accordance with applicable securities laws, rules and regulations. Unless otherwise defined herein, the words and expressions defined in the section "Terms of the Bonds" below shall have the same meaning in this Prospectus. Issuer.......................................................... Sika AG, Zugerstrasse 50, 6340 Baar, Switzerland ("Sika" or the "Issuer") Issue Size.................................................... CHF 1,650,000,000 Reopening of the Issue............................... The Issuer reserves the right to reopen the issue according to the Terms of the Bonds. Issue Price.................................................. 100 % of the Principal Amount (as defined below) Interest Rate .............................................. 0.15 % p.a., payable in arrear on June 5 of each year, for the first time on June 5, 2019, calculated on a 30E/360 basis. Maturity Date............................................ June 5, 2025 Denomination ............................................ CHF 20,000 principal amount ("Principal Amount") or multiples thereof Rating......................................................... The Issuer is rated A- (stable outlook) by Standard & Poor's. The Bonds are expected to be rated in line with the Issuer's corporate rating. Assurances ................................................. Pari passu clause, negative pledge clause, events of default provisions and cross default clause (subject to CHF 30 million threshold), all as provided for in the Terms of the Bonds. Form of the Bonds..................................... The Bonds will be issued as uncertificated securities (Wertrechte) in accordance with article 973c of the Swiss Code of Obligations ("CO") and registered in the main register (Hauptregister) with SIX SIS Ltd. ("SIS"). Once uncertificated securities are registered in the main register with SIS and entered into the accounts of one or more participants of SIS, the Bonds will constitute intermediated securities (Bucheffeken) within the meaning of the Swiss Intermediated Securities Act. Conversion into or printing and physical delivery of a global certificate or individually certificated Bonds is excluded. Institutional Bookbuilding ........................ May 15, 2018 Allocation Dates......................................... Provisional allocation took place on May 15, 2018. The definitive allocation of the Bonds will be made following expiration of the Rights Exercise Period (as defined below) on or around May 29, 2018. Advance Subscription Rights.................... The Bonds are offered to eligible shareholders of the Issuer for exercise of their advance subscription rights (Vorwegzeichnungsrechte, the "Rights") by way of the Clawback (as defined below). Clawback ................................................... Bonds were offered in the institutional bookbuilding on May 15, 2018 and have been provisionally allocated to investors. Such allocation of the Bonds remains subject to a pro rata reduction relative to the number of Rights (as defined below) being exercised during the Rights Exercise Period (the "Clawback");