DGAP-Adhoc: Vossloh Aktiengesellschaft: Vossloh Aktiengesellschaft resolves on a capital increase


Vossloh Aktiengesellschaft  / Key word(s): Capital Increase

24.05.2016 17:56

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, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN
WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR IN WHICH THE
OFFERING OF SECURITIES IS SUBJECT TO REGULATORY RESTRICTIONS. OTHER
RESTRICTIONS ARE ALSO APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE
END OF THE AD HOC ANNOUNCEMENT.

  - In the course of a capital increase against contribution in cash
    2,642,147 new shares will be offered at a subscription price of
    EUR48.00 and at a subscription ratio of 5:1

  - The expected proceeds from the offering of EUR126.8 provide the company
    with additional financial stability and flexibility for its intended
    profitable growth

  - Major shareholder Heinz Hermann Thiele has committed to exercise his
    subscription rights and will participate in the capital increase
    according to his shareholding

Today, the management board of Vossloh Aktiengesellschaft with approval of
the supervisory board resolved on a share capital increase against
contribution in cash with subscription rights to existing shareholders of
the company. Through exercise of the existing authorized capital, the
company's share capital will be increased from EUR37,825,168.86 by
EUR7,499,998.61 to EUR45,325,167.47 against cash contributions by issuing
2,642,147 ordinary bearer shares with no-par value, each representing a
notional value of approximately EUR2.84 in the company's share capital (the
"New Shares"). The New Shares will carry full dividend rights as of 1
January 2016.

The New shares will be offered to existing shareholders by way of indirect
subscription at a subscription ratio of 5:1 and at a subscription price of
EUR48.00 per New Share. Five existing shares thus entitle shareholders to
subscribe for one New Share.

The company was given a firm commitment from its major shareholder Heinz
Hermann Thiele, who is also chairman of the supervisory board of the
company, to participate in the capital increase of Vossloh
Aktiengesellschaft according to his shareholding (40.79%) and to exercise
all the subscription rights he is entitled to.

The Company expects to receive gross proceeds from the capital increase of
approximately EUR126.8 million. The net proceeds provide Vossloh with
additional financial stability and flexibility to promote the intended
profitable growth of the company.

Subject to the approval of the prospectus by the German Federal Financial
Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht)
(BaFin) and the publication of the approved prospectus, which is currently
intended for 30 May 2016, the conditions of the subscription offer are
intended to be published in the German Federal Gazette (Bundesanzeiger) on
30 May 2016. The subscription period during which the Company's
shareholders may exercise their subscription rights is expected to begin on
31 May 2016 and is expected to end on 14 June 2016. The underwriting bank
has agreed to subscribe to and underwrite the New Shares at the
subscription price and to offer the New Shares to existing shareholders in
accordance with the conditions of the subscription offer. Any New Shares
not subscribed for by the end of the subscription period will be offered by
way of a private placement. The underwriting bank has committed to
underwrite any non-subscribed New Shares at the subscription price. The
Company's existing shares are expected to be quoted as ex-subscription
rights (ex Bezugsrecht) as of 31 May 2016. The registration of the capital
increase in the commercial register of the local court (Amtsgericht) of
Iserlohn is expected to occur on or around 15 June 2016.

The subscription rights for the New Shares are expected to be traded in
XETRA and in Specialist trading on the regulated market (regulierter Markt)
of the Frankfurt Stock Exchange during the period from 31 May 2016 up to
and including 10 June 2016. No consideration will be given for any
subscription rights not exercised.

The admission of the New Shares to the regulated market segment
(regulierter Markt) of the Frankfurt Stock Exchange, and sub-segment
thereof with additional post-admission obligations (Prime Standard), and to
the regulated market segment (regulierter Markt) of the Düsseldorf Stock
Exchange (Düsseldorfer Wertpapierbörse) is expected to occur on or around
15 June 2016. Commencement of trading is expected to occur on or around 16
June 2016. It is intended that the New Shares will be included in the
existing listing quotations of the company's shares. Settlement of the
subscribed shares and the private placement shares, if any, is planned to
occur on 17 June 2016.

Important notice:

This announcement does not constitute an offer of securities for sale or a
solicitation of an offer to purchase or subscribe securities of Vossloh
Aktiengesellschaft in the United States, Germany or any other jurisdiction.
The offer will be made solely by means of, and on the basis of, a
securities prospectus which is to be published.

This announcement does not constitute a securities prospectus. Potential
investors should make their investment decision regarding the securities
mentioned in this announcement solely on the basis of the securities
prospectus which the company is preparing in connection with the offering
of these securities and which the company will publish promptly upon
approval by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin).
The securities prospectus will be available free of charge from Vossloh
Aktiengesellschaft, Vosslohstraße 4, 58791 Werdohl, Germany, or on the
website of Vossloh Aktiengesellschaft (www.vossloh.com), presumably as of
30 May 2016.

Securities may not be offered or sold in the United States without
registration or, absent such registration, due to an exemption from
registration under the U.S. Securities Act of 1933, as amended. The shares
have not been, and will not be, offered to U.S. investors.

Subject to certain exceptions under applicable securities laws, the
securities referred to in this announcement may not be offered or sold in
Canada, Australia or Japan or to, or for the account or benefit of, any
national, resident or citizen of Canada, Australia or Japan.

No action has been taken that would permit an offering of the securities or
their subscription or the distribution of this announcement in any
jurisdiction where such offering, subscription or distribution is
prohibited. Persons who obtain this announcement are required to inform
themselves about potential restrictions and to observe any such
restrictions.

This announcement contains forward-looking statements. These statements are
based on the current views, expectations and assumptions of the management
of Vossloh Aktiengesellschaft and involve known and unknown risks and
uncertainties that could cause actual results, performance or events to
differ materially from those expressed or implied in such statements.
Actual results, performance or events may differ materially from those
described herein due to factors affecting Vossloh Aktiengesellschaft such
as, among other things, changes in the general economic and competitive
environment, capital market risks, currency exchange rate fluctuations and
competition from other companies, and changes in international and national
laws and regulations, in particular with respect to tax laws and
regulations. Vossloh Aktiengesellschaft does not assume any obligation to
update any forward-looking statements.

The information contained in this announcement is for background purposes
only and does not purport to be full or complete. No reliance may be
placed, for any purpose, on the information contained in this announcement
or its accuracy or completeness. The information in this announcement is
subject to change.

Neither the underwriting bank nor any of its directors, officers,
employees, advisers or agents accepts any responsibility or liability
whatsoever for or makes any representation or warranty, express or implied,
as to the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or, with limited exception, other information relating to
Vossloh Aktiengesellschaft, its subsidiaries or associated companies,
whether written, oral or in a visual or electronic form, and independent
from how it was transmitted or made available, or for any loss in any way
arising from any use of this announcement or its contents or otherwise
arising in connection therewith.


24.05.2016 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap.de

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Language:     English
Company:      Vossloh Aktiengesellschaft
              Vosslohstr. 4
              58791 Werdohl
              Germany
Phone:        +49 (0)2392 52 - 359
Fax:          +49 (0)2392 52 - 219
E-mail:       investor.relations@ag.vossloh.com
Internet:     www.vossloh.com
ISIN:         DE0007667107
WKN:          766710
Indices:      SDAX
Listed:       Regulated Market in Dusseldorf, Frankfurt (Prime Standard);
              Regulated Unofficial Market in Berlin, Hamburg, Hanover,
              Munich, Stuttgart; Terminbörse EUREX
 
End of Announcement                             DGAP News-Service
 
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