EQS-Ad-hoc: VOLKSWAGEN AKTIENGESELLSCHAFT/ Keyword/s: IPO/Declaration of Intent
VOLKSWAGEN AKTIENGESELLSCHAFT: Volkswagen sets the cost variety for Dr. IPO. Ing. hc F. Porsche AG and concludes a share purchase arrangement with Porsche Automobil Holding SE
09/18/2022/ 21: 45 CET/CEST
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The Executive Board and Management Board set the rate variety and deal structure for Dr. IPO. Ing. hc F. Porsche AG; Volkswagen AG concludes a share purchase arrangement with Porsche Automobil Holding SE
On September 5, 2022, Volkswagen AG revealed that the Supervisory Board, with the approval of the Supervisory Board, has actually chosen to note the suggested shares of Dr. Ing. hc F. Porsche AG– based on more advancement of the capital market– will be targeted at the end of September/ start of October 2022 (” Floating Intent”) and carried out at the end of the year, where approximately 25% of the favored shares in Dr. Ing. hc F. Porsche AG from the Volkswagen AG portfolio will be created with financiers.
With the approval of the Board of Management, the Board of Management of Volkswagen AG today set the cost level for the shares advised to be put in Dr. Ing. hc F. Porsche AG to in between EUR 76.50 and EUR 82.50 per favored share. An overall of as much as 113,875,000 favored shares of Volkswagen AG stock will be put with financiers as part of the IPO. This consists of the fundamental concern of 99,021,740 favored shares plus 14,853,260 extra favored shares to cover the extra dividend. The very first day of trading for Dr. Ing. hc F. Porsche AG is arranged for September 29, 2022.
Depending on the last variety of shares proposed to be put and the decision on the deal cost, the gross profits (consisting of any extra dividends) will be in between EUR 8.71 billion and EUR 9.39 billion.
In addition, Volkswagen AG revealed on September 5, 2022 that it means to get 25% plus one share in the common capital of Dr. Ing. hc F. Porsche AG to Porsche Automobil Holding SE for the positioning rate of the choice shares plus an in advance payment of 7.5%. Based upon the last deal rate for the favored shares, the gross profits from the sale of the regular shares will vary from EUR 9.36 billion to EUR 10.10 billion. Volkswagen AG and Porsche Automobil Holding SE have actually concluded this share purchase arrangement today.
In the occasion of an effective IPO, Volkswagen AG will assemble a remarkable basic conference in December 2022, where it will propose to its investors that an unique dividend of 49% of the overall gross earnings from the positioning of favored shares and sales. of common shares to be dispersed to investors in early2023 This quantity is divided similarly in between 501,295,263 normal shares and impressive choice shares in Volkswagen AG.
Publication of crucial deals and celebrations in accordance with Article 111 c AktG
Sale of 25% plus one share in the common capital of Dr. Ing. hc F. Porsche AG, the share purchase contract was concluded on September 18, 2022 in between Porsche Holding Stuttgart GmbH as seller and Porsche Automobil Holding SE as purchaser, with the involvement of Volkswagen AG as guarantor. Porsche Automobil Holding SE presently owns around 53.3% of the common share capital and an overall of around 31.9% of the share capital of Volkswagen AG, which in turn holds 100% of the shares in Porsche Holding Stuttgart GmbH. Porsche Automobil Holding SE is thought about an associated entity of Volkswagen AG and Porsche Holding Stuttgart GmbH within the significance of Section 111 a (1) sentence 2 AktG. The Supervisory Board of Volkswagen AG authorized the conclusion of the share purchase arrangement on September 5, 2022 in accordance with Section 111 b (1) AktG.
According to the share purchase contract, Porsche Automobil Holding SE gets a bundle of regular shares from Porsche Holding Stuttgart GmbH in 2 installations of 17.5% (consisting of one normal share) and 7.5% of the common capital of Dr. Ing. hc F. Porsche AG. The purchase rate to be paid by Porsche Automobil Holding SE as factor to consider for each regular share offered represents the positioning cost of the choice shares plus a premium of 7.5%. According to the evaluation of independent external professionals, compliance is within the variety that can be thought about satisfying.
Completion of the very first stage goes through the intro of conditions that the proposed shares are completely put within the scope of the IPO within the cost variety which the putting shares are provided versus payment of the deal rate. The conclusion of the 2nd tranche of regular shares is conditional on the conclusion of the very first tranche and the payment of an unique dividend of 49% of the overall earnings from the positioning of favored shares (consisting of any extra allowance) and sale. of common stock.
As part of the purchase arrangement, Volkswagen AG, as guarantor, carries out a number of assurances towards Porsche Automobil Holding SE, which basically puts Porsche Automobil Holding SE in the exact same position as future investors of the favored shares in the context of the IPO. In addition, Volkswagen AG takes a couple of other assurances that prevail in the market and the majority of them are restricted to the favorable understanding of Volkswagen AG.
In the viewpoint of the Management Board of Volkswagen AG, the regards to the share purchase arrangement remain in line with 3rd party contrasts and can for that reason be fairly approximated. This evaluation was likewise validated by independent external specialists.
Rolf Woller
Group Head of Treasury and Investor Relations
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