Schaeffler AG / Key word(s): IPO
05.10.2015 07:46
Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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WKN: SHA015 ISIN: DE000SHA0159 Land: Deutschland
Nachricht vom 05.10.2015 | 07:15
IPO of Schaeffler AG: Price range set at between EUR12.00 and EUR14.00 per
share
Schaeffler AG / Key word (s): IPO
05.10.2015 07:15
Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA, OR JAPAN OR ANY OTHER JURISDICTION IN
WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
IPO of Schaeffler AG: Price range set at between EUR12.00 and EUR14.00 per
share
Herzogenaurach, October 5, 2015 - Schaeffler AG (Schaeffler), together with
Schaeffler Verwaltungs GmbH and the Underwriters, has set the price range
for the Schaeffler shares to be placed at between EUR12.00 and EUR14.00 per
share. The global automotive and industrial supplier intends to place 75
million common non-voting shares with preferred dividend payments with
institutional investors and to list 166 million of Schaeffler's common
non-voting shares with preferred dividend payments in the regulated market
(Prime Standard) of the Frankfurt Stock Exchange (Frankfurter
Wertpapierbörse). Of the total of 75 million placement shares, 66 million
shares result from a capital increase of Schaeffler and 9 million from the
holdings of Schaeffler Verwaltungs GmbH.
Based on the mid-point of the price range, gross proceeds would amount to
approximately EUR975 million, of which approximately EUR858 million would
be attributable to Schaeffler from the placement of the new shares. The
proceeds from the placement will be used to reduce indebtedness. The
purpose of the transaction is to sustainably improve the financial strength
of Schaeffler and, thus, to provide the basis for the continuation of the
successful growth of the Schaeffler Group achieved over the last years.
Furthermore, Schaeffler's shareholders reserve the right to place an
additional up to 24.4 million shares from the holdings of Schaeffler
Verwaltungs GmbH.
Schaeffler's shares are expected to be traded as of October 9, 2015 on the
regulated market (Prime Standard) of the Frankfurt Stock Exchange
(Frankfurter Wertpapierbörse) and will have the ticker symbol SHA, the
German Securities Identification Number (WKN) SHA015 and the International
Securities Identification Number (ISIN) DE000SHA0159.
Contact:
Schaeffler AG
Christoph Beumelburg
Senior Vice President Communications, Marketing and Investor Relations
Tel.: +49 9132 82-4440
e-mail: ir@schaeffler.com
Forward-looking statements and projections
Certain statements in this release are forward-looking statements. By their
nature, forward-looking statements involve a number of risks, uncertainties
and assumptions that could cause actual results or events to differ
materially from those expressed or implied by the forward-looking
statements. These risks, uncertainties and assumptions could adversely
affect the outcome and financial consequences of the plans and events
described herein. No one undertakes any obligation to publicly update or
revise any forward-looking statement, whether as a result of new
information, future events or otherwise. You should not place any undue
reliance on forward-looking statements which speak only as of the date of
this release. Statements contained in this release regarding past trends or
events should not be taken as representation that such trends or events
will continue in the future. The cautionary statements set out above should
be considered in connection with any subsequent written or oral
forward-looking statements that Schaeffler, or persons acting on its
behalf, may issue.
Disclaimer
These materials may not be published, distributed or transmitted in the
United States, Canada, Australia or Japan. These materials do not
constitute an offer of securities for sale or a solicitation of an offer to
purchase securities (the "Shares") of Schaeffler AG (the "Company") in the
United States, Germany or any other jurisdiction. The Shares of the Company
may not be offered or sold in the United States absent registration or an
exemption from registration under the U.S. Securities Act of 1933, as
amended (the "Securities Act"). The Shares of the Company have not been,
and will not be, registered under the Securities Act.
In the United Kingdom, this document is only being distributed to and is
only directed at persons who (i) are investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are
persons falling within Article 49(2)(a) to (d) of the Order (high net worth
companies, unincorporated associations, etc.) (all such persons together
being referred to as "Relevant Persons"). This document is directed only at
Relevant Persons and must not be acted on or relied on by persons who are
not Relevant Persons. Any investment or investment activity to which this
document relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons.
Neither Schaeffler AG nor any of its shareholders intend to make any public
offer of shares in Schaeffler AG in the United States, Germany or any other
jurisdiction. It is only intended that shares will be placed with qualified
investors and less than 150 non-qualified investors per EEA member state in
the Federal Republic of Germany and certain other jurisdictions and
subsequently admitted to trading on the regulated market segment
(regulierter Markt) of the Frankfurt Stock Exchange with simultaneous
admission to the sub-segment of the regulated market with additional
post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange
and on the regulated market of the Luxembourg Stock Exchange. The Listing
will be made on the basis of a prospectus that must be published in Germany
and Luxembourg. The prospectus will be available free of charge on the
Internet at www.schaeffler.com/ir.
In any EEA Member State other than the Federal Republic of Germany or
Luxembourg that has implemented Directive 2003/71/EC (together with any
amendment and any applicable implementing measures in any Member State, the
"Prospectus Directive") this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of
the Prospectus Directive.
In connection with the listing of Schaeffler AG's common non-voting bearer
shares with preferred dividend payments with no par value (the "Placement
Shares"), one of the underwriting banks (the "Stabilization Manager") or
its affiliates, will act, for its own account and the account of the other
underwriting banks, as the Stabilization Manager. The Stabilization Manager
may, acting in accordance with legal requirements, take stabilization
measures to support the market price of the Placement Shares and thereby
counteract any selling pressure.
The Stabilization Manager is under no obligation to take stabilization
measures. Therefore, no assurance can be provided that any stabilization
measures will be taken. Where stabilization measures are taken, these may
be terminated at any time without notice. Such measures may be taken from
the earlier of the date the Placement Shares are listed on the regulated
market of the Frankfurt Stock Exchange or the regulated market of the
Luxembourg Stock Exchange and must be terminated no later than 30 calendar
days after such date (the "Stabilization Period").
These measures may result in the market price of the Placement Shares being
higher than would otherwise have been the case. Moreover, the market price
may temporarily be at an unsustainable level.
Schaeffler Verwaltungs GmbH has granted the Stabilization Manager the
option to sell to it up to 9,940,000 Placement Shares acquired through
stabilization measures (the "Put Option"). The Put Option is exercisable on
or before the end of the Stabilization Period.
05.10.2015 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases. Media archive at
www.dgap-medientreff.de and www.dgap.de
05.10.2015 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
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Language: English
Company: Schaeffler AG
Industriestr. 1-3
91074 Herzogenaurach
Germany
Phone: 09132 - 82 0
Fax:
E-mail: ir@schaeffler.com
Internet: www.schaeffler.com
ISIN: DE000SHA0159
WKN: SHA015
Listed: Regulated Market in Frankfurt (Prime Standard)
Notierung vorgesehen / intended to be listed (Frankfurt, Prime Standard)
End of Announcement DGAP News-Service
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DGAP-Adhoc: Schaeffler AG: Price range set at between EUR12.00 and EUR14.00 per share
| Source: EQS Group AG