RWE AG / Key word(s): Corporate Action
05.12.2011 18:58
Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
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THIS RELEASE AND THE INFORMATION CONTAINED HEREIN ARE NOT BEING ISSUED AND
MAY NOT BE DISTRIBUTED IN THE UNITED STATES OF AMERICA, CANADA, JAPAN OR
AUSTRALIA.
RWE Aktiengesellschaft today decided to implement the previously announced
capital measure. The measure is part of an overall package to strengthen
the capital base and to improve the capital structure of the Group.
The company's share capital is to be increased by using part of the
existing authorised capital by issuing 52,340,499 new ordinary bearer
shares against cash contribution. The new shares will be entitled to
dividends as of 1 January 2011; shareholders' subscription rights are
excluded for these new shares. At the same time, 28,105,327 treasury shares
- i.e. 5.0% of company's share capital - are to be sold. These shares will
also be entitled to dividends as of 1 January 2011.
All 80,445,826 shares will be offered to institutional investors by way of
an accelerated bookbuilding procedure, however the placement of the
28,105,327 treasury shares is subject to the exercise of subscription
rights by existing shareholders within the fixed subscription period
beginning after the accelerated bookbuilding has taken place ('claw-back').
The accelerated bookbuilding procedure will commence today, 5 December 2011
and is expected to end tomorrow, 6 December 2011. The subscription period
for the 28,105,327 treasury shares is expected to commence on 8 December
2011 and to end on 21 December 2011. Neither RWE nor the coordinating banks
will initiate trading of the subscription rights.
The offer price for the accelerated placement as well as the subscription
price at which the shares are to be offered to the shareholders in the
course of the subscription offer will be set on the basis of the
bookbuilding process in such a way that the both prices are equal. The
offer price and the subscription price are expected to be set and published
tomorrow, 6 December 2011.
The new shares will be admitted for trading without prospectus on the
regulated market of the Frankfurt Stock Exchange and Düsseldorf Stock
Exchange and to the sub-segment of the regulated market with additional
post-admission obligations (Prime Standard) of the Frankfurt Stock
Exchange.
Deutsche Bank Aktiengesellschaft and Goldman Sachs International act as
joint bookrunners for this transaction.
Further information will be published in accordance with legal
requirements.
RWE Aktiengesellschaft
Executive Board
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Information and Explaination of the Issuer to this News:
This release does not constitute a public offer of securities in Germany.
This release does not constitute an offer to sell securities, or a
solicitation of an offer to buy securities, in the United States of America
or in any other jurisdiction to any person to whom it is unlawful to make
such offer or solicitation in such jurisdiction. Securities may not be
offered or sold in the United States of America absent regis¬tration or an
exemption from registration under the U.S. Securities Act of 1933, as
amended (the 'Securities Act'). The securities of RWE Aktiengesellschaft
described herein have not been and will not be registered under the
Securities Act, or the laws of any State, and may not be offered or sold
within the United States, except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act and applicable State laws. RWE Aktiengesellschaft does not intend to
register any portion of the offering in the United States or conduct a
public offering of securities in the United States.
05.12.2011 DGAP's 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: RWE AG
Opernplatz 1
45128 Essen
Germany
Phone: +49 (0)201-12-15025
Fax: +49 (0)201-12-15265
E-mail: invest@rwe.com
Internet: www.rwe.com
ISIN: DE0007037129, DE0007037145
WKN: 703712, 703714
Listed: Regulierter Markt in Düsseldorf, Frankfurt (Prime Standard);
Freiverkehr in Berlin, Hamburg, Hannover, München, Stuttgart;
Terminbörse EUREX
End of Announcement DGAP News-Service
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DGAP-Adhoc: RWE AG: RWE decides on cash capital measure
| Source: EQS Group AG