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Continental Plans to Issue Last Bond in 2013 to Replace Outstanding Eurobond

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– Bond issue of at least ?500 million and a term of 3.5 years planned
– Proceeds to be used for early refinancing of the 6.50% bond issued in October 2010 which is to be redeemed early
Continental, the international automotive supplier, tire manufacturer and industrial partner, is planning to redeem its 6.50% bond issued in October 2010 early and to issue a new benchmark-sized Eurobond with a term to maturity of 3.5 years and with a volume of at least ?500 million. “We want to use the current positive capital market environment as well as the momentum of our previous bond transactions to also early refinance the fourth bond issued in 2010,” said CFO Wolfgang Schäfer and indicated that this shall be the last public bond issuance for this year. This is a further step to reduce interest cost and at the same time to further improve the maturity profile of the financial liabilities.
Once again, the new bond is to be issued under the debt issuance program and is to be placed with both institutional and private investors. The bond is to be issued by Conti-Gummi Finance B.V. in denominations of ?1,000 and listed on the regulated market of the Luxembourg Stock Exchange. The joint bookrunners for the transaction are J.P. Morgan, Credit Suisse, HSBC, Landesbank Baden-Württemberg, Morgan Stanley and SEB.
In addition, Continental has called today the Eurobond (ISIN DE000A1A1P09) issued in October 2010 by Conti-Gummi Finance B.V. with a coupon of 6.50% and a nominal volume of ?625 million for early redemption. This bond will be redeemed early on November 18, 2013, more than two years before its original maturity. The redemption price is 103.25%. The corresponding call notice has been sent today to the joint representative and the clearing system for notification to the bondholders.
Continental set up a debt issuance program with a total volume of ?5 billion in May of this year. This enables Continental to respond even more flexibly to market developments and to place short, medium, and long-term bonds on the capital market quickly.
Continental already issued two Eurobonds under this program: a five-year bond with a nominal volume of ?750 million and a coupon of 3% in July and a seven-year bond with a nominal volume of ?750 million and a coupon of 3.125% at the beginning of September.
This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in Australia, Canada, Japan, or the United States of America (the “United States”) or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to herein 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 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 announcement and the information contained herein may not be distributed or sent into the United States, or in any other jurisdiction in which offers or sales of the securities described herein would be prohibited by applicable laws and should not be distributed to publications with a general circulation in the United States.
The Notes are being offered and sold outside the United States only in reliance on Regulation S under the Securities Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. The offer and sale of the securities referred to herein has not been and will not be registered under the Securities Act or the laws of any state within the U.S. or under the applicable securities laws of Australia, Canada or Japan. There will be no public offer of the Notes in any such jurisdiction.
This document has been prepared on the basis that any offer of Notes in any Member State of the European Economic Area (“EEA”) which has implemented the Prospectus Directive (2003/71/EC), as amended (each, a “Relevant Member State”) will be made pursuant the final terms and the base prospectus prepared by Continental AG or pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of Notes. Accordingly any person making or intending to make any offer in that Relevant Member State of Notes which are the subject of the placement contemplated in this announcement may only do so in circumstances in which no obligation arises for Continental or any other person to publish a prospectus pursuant to Article 3 of the Prospectus Directive (other than the final terms and the base prospectus prepared by Continental AG) or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Continental has not authorized, nor does it authorize, the making of any offer of Notes in circumstances in which an obligation arises for Continental or any other person to publish or supplement a prospectus (other than the final terms and the base prospectus prepared by Continental AG) for such offer.
This announcement is directed at and/or for distribution in the United Kingdom only to (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 (the “Order”) or (ii) high net worth entities falling within article 49(2) (a) to (d) of the Order (all such persons are referred to herein as “relevant persons”). This announcement is directed only at relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.

With sales of ?32.7 billion in 2012, Continental is among the leading automotive suppliers worldwide. As a supplier of brake systems, systems, and components for powertrains and chassis, instrumentation, infotainment solutions, vehicle electronics, tires, and technical elastomers, Continental contributes to enhanced driving safety and global climate protection. Continental is also an expert partner in networked automobile communication. Continental currently has approximately 175,000 employees in 46 countries.