NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN OR OTHER COUNTRIES WHERE SUCH A PUBLICATION COULD BE UNLAWFUL
Werdohl, 18 June 2019. Today, the management board of Vossloh Aktiengesellschaft ("Vossloh"), with the approval of the supervisory board, resolved on a capital increase against cash contributions through partial utilization of the authorized capital of the company. The share capital of Vossloh will be increased by 10 percent by issuing 1,596,743 new no‐par value ordinary bearer shares with a notional value of approximately EUR 2.84 in the share capital against cash contributions under the exclusion of shareholders' subscription rights, expecting gross proceeds of around EUR 49 million. The new shares will carry full dividend rights as from 1 January 2019.
The new shares will be offered for purchase exclusively to institutional investors in a private placement by way of an accelerated bookbuilding process. The major shareholder of the company, Mr. Heinz Hermann Thiele, has undertaken to participate in the capital increase through an investment vehicle in accordance with his shareholdings of 47.24 % in the share capital of the company. In return, the company has undertaken to allocate the corresponding number of shares in the capital increase to Mr. Heinz Hermann Thiele respectively his investment vehicle at the applicable placement price. In addition, Mr. Heinz Hermann Thiele has undertaken to further purchase any unplaced new shares at the placement price.
The private placement will be initiated immediately after this notification. The management board, with the approval of the supervisory board, will determine and announce the placement price and thus the final gross proceeds following the conclusion of the accelerated bookbuilding process. Following the private placement, Vossloh will be subject to a lock-up period of 6 months, subject to market standard exemptions.
Admission of the new shares for trading in the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange and for trading in the regulated market of the Düsseldorf Stock Exchange is expected to take place without a prospectus on 21 June 2019. It is intended to include the new shares in the existing listings of the company's shares on 24 June 2019. The delivery of the new shares is also scheduled for 24 June 2019.
Vossloh intends to use the expected net proceeds from the capital increase to enhance its financial flexibility to enable future growth as well as to further reduce its consolidated net financial debt. To further strengthen the self-financing capability and the profitability of the Vossloh Group a performance program had been resolved upon already in April 2019. The capital increase supplements the performance program.
The distribution of this announcement and the offering of the shares of Vossloh AG in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, any such restrictions. 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 the United States of America, Australia, Canada, Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.
Securities may not be offered or sold absent registration except pursuant to an exemption from, or a transaction not subject to, the registration requirements under the U.S. Securities Act of 1933, as amended. There will be no public offer of securities in the United States of America or in any other jurisdiction.
In member states of the European Economic Area ("EEA"), this announcement is only addressed to and directed at persons who are 'qualified investors' within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) (as amended, the "Prospectus Directive") ("Qualified Investors"). In the United Kingdom, this announcement is only addressed to and directed at Qualified Investors who are persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order") or (ii) falling within Article 49(2)(a) to (d) (high net worth companies, incorporated associations, etc.) of the Order.
Information to Distributors
Pursuant to EU product governance requirements, the shares have been subject to a product approval process, under which each distributor has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II. Any distributor subsequently offering the shares is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels.
Dr. Daniel Gavranovic
18-Jun-2019 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
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