Press release: VTG Aktiengesellschaft plans Delisting | Major shareholder Warwick Holding GmbH supports planned capital increase in Q2 2019
Hamburg, 24. February 2019
- - VTG Aktiengesellschaft intends delisting of VTG shares
- - Public tender offer by major shareholder Warwick Holding GmbH at statutory minimum price of Euro 53.00 announced
- - Rights offering to partly refinance the hybrid bonds with support by major shareholder planned for Q2 2019
Today, the executive board of VTG Aktiengesellschaft with the approval of the supervisory board has resolved to submit an application to withdraw the admission of VTG’s shares for trading in the regulated market of the Frankfurt Stock Exchange (delisting). Warwick Holding GmbH, being the major shareholder of VTG with around 71 percent of shares, will make a public tender offer of Euro 53.00 to the shareholders. Warwick Holding GmbH has also assured support for the rights offering in the amount of Euro 290 million in the second quarter of 2019 to partly refinance the hybrid bond. In this context, Warwick Holding GmbH has announced to fully exercise its subscription rights during the rights offering and to acquire all shares it is entitled to at the – still to be set – subscription price. In addition, Warwick will acquire all shares not subscribed in the rights offering. The major shareholder had previously stated that it would only be able to support a rights offering in the context of a delisting. Furthermore, since the closing of the voluntary public tender offer of Warwick Holding GmbH on December 19, 2018, the public equity capital market is a less viable option for financing VTG. The free float of VTG’s shares has been reduced to below 14 percent, and the average daily trading volume has decreased significantly as compared with the last six months prior to the closing.
Furthermore, Warwick Holding GmbH assures the support for the course set by VTG and, to the extent legally possible, works towards keeping an independent chairman and at least two additional independent board members on its supervisory board until the conclusion of the shareholders’ meeting in 2022. It has also been agreed that no domination and/or profit and loss transfer agreement shall be concluded until the conclusion of the shareholders’ meeting in 2022. Equally, VTG’s legal form shall not be changed until the conclusion of the shareholders’ meeting in 2021.
“By partly refinancing the hybrid bonds through a rights offering, VTG’s financing structure will be permanently solidly secured, as it was always intended. We will only receive the full support of our major shareholder in case of a delisting and therefore, this step is necessary for us”, Dr. Heiko Fischer, chairman of the executive board of VTG, explains and adds: “The commitment of Warwick Holding GmbH to keep Hamburg as the statutory and administrative seat of VTG at least until June 2029 gives us planning security for the future.”
For that reason, the executive board of VTG has made the decision to support the public delisting offer and to submit an application to withdraw the admission of VTG shares for trading in the regulated market of the Frankfurt Stock Exchange within the acceptance period. The decision on the application will be taken by the management of the Frankfurt Stock Exchange. Pursuant to the rules of the Frankfurt Stock Exchange, the supervisory board expects the withdrawal to come into effect three trading days after publication of the decision.
Following the effectiveness of the withdrawal, the shares of VTG Aktiengesellschaft will no longer be admitted for trading in a domestic regulated market or in a comparable foreign market.
VTG Aktiengesellschaft is one of Europe's leading railcar leasing and rail logistics companies, with a fleet consisting of more than 94,000 railcars. VTG offers a full-range service, providing tank cars, intermodal cars, standard freight cars and sliding wall cars. In addition to the leasing of railcars, the Group offers comprehensive multi-modal logistics services, mainly around rail transport, and global tank container transports.
With the combination of its three interlinked divisions Railcar, Rail Logistics and Tank Container Logistics, VTG offers its customers a high-performance platform for international transport of their freight. The Group has many years of experience and specific expertise, in particular in the transport of liquid and sensitive goods. Its customers include numerous well-known companies from almost every industrial sector, for example the chemical, petroleum, automotive, paper and agricultural industries.
In the financial year 2017, VTG generated revenue of EUR 1,014 million and operating profit (EBITDA) of EUR 343 million. Via its subsidiaries and affiliates the company, which has its head office in Hamburg, is mainly present in Europe, North America, Russia and Asia. As at 31 December 2017, VTG had 1,527 employees worldwide. VTG AG is listed on the official Prime Standard market of the Frankfurt Stock Exchange and also on the SDAX (WKN: VTG999).
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