DGAP-Ad-hoc: VTG Aktiengesellschaft has signed an agreement on the acquisition of all shares of the wagon leasing company AAE Ahaus Alstätter Eisenbahn Holding AG, Baar, Switzerland, and has resolved on a capital increase against mixed contribution in kind
VTG Aktiengesellschaft / Key word(s): Acquisition
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.
As at the date hereof, VTG Aktiengesellschaft ("VTG") has signed an agreement with Mr. Andreas Goer, the sole shareholder of AAE Ahaus Alstätter Eisenbahn Holding AG, Baar, Switzerland ("AAE") pursuant to which VTG purchases from Mr. Goer all shares in AAE.
As consideration for all shares of AAE, the agreement provides for payment of a cash component in the amount of approx. EUR 15 million, the granting of a subordinated vendor loan note with equity characteristics in the amount of approx. EUR 230 million the issuance of approx. 7.37 million new shares of VTG to Mr. Goer, and - based on an adjustment provision provided for in the agreement - an additional compensation (if any) of up to a maximum of approx. EUR 3 million. Mr. Goer will acquire through the transaction approx. 26% of the increased share capital of VTG. He has informed VTG that he does not intend to take over VTG.
In order to provide for the share component, the Management Board (Vorstand) of VTG today resolved with the consent of the Supervisory Board (Aufsichtsrat) on a capital increase against mixed contribution in kind under exclusion of subscription rights of the shareholders. By partial utilisation of the authorised capital, the share capital of VTG is to be increased from EUR 21,388,889 by EUR 7,367,330 to EUR 28,756,219. For this purpose, 7,367,330 new ordinary bearer shares (no-par value shares) are to be issued at the issue price of EUR 1 to Mr. Goer. The new shares will fully participate in the profits as from 1 January 2014. It is intended that, within nine months of the closing of the transaction, the new shares will be admitted to the regulated market of the Frankfurt Stock Exchange and to the sub-segment of the regulated market with additional obligations arising from admission of the Frankfurt Stock Exchange. The new shares are to be subject to a lock-up until expiry of twelve months following the closing of the transaction.
VTG intends to issue - in the context of the transaction - a hybrid bond in the amount of at least EUR 230 million. Mr. Goer will subscribe a tranche of EUR 74 million of such hybrid bond against partial redemption of the Vendor Loan Note. Approx. EUR 155 million of the proceeds of the hybrid bond shall be paid to Mr. Goer to settle the remaining outstanding amount of the Vendor Loan Note. Of this an amount of EUR 70 million shall, in turn, be granted by Mr. Goer as a loan to AAE.
The transaction is subject to consents and approvals, in particular, but not limited to, the clearance of the transaction by the competent antitrust authorities and the consent of the lenders of AAE. It is expected that the transaction will be completed in the first half of the year 2015.
With approx. 30,000 freight wagons, the AAE Group is one of the largest lessors of railway freight wagons in Europe and a leading offerer of freight wagons in the market segment of combined traffic which is particularly strong in growth. In the 2013 business year, a turnover of more than EUR 200 million and an EBITDA of almost EUR 150 million were generated. As at 31 December 2013, the net indebtedness of the enterprise was EUR 890 million.
29.09.2014 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
Company: VTG Aktiengesellschaft
Phone: 040 2354 1351
Fax: 040 2354 1350
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, Hamburg, Hannover, München, Stuttgart
End of Announcement DGAP News-Service