DGAP-Ad-hoc: Delisting of VTG shares intended, major shareholder has announced public tender offer at of EUR 53, rights offering to partly refinance hybrid bonds with backing of major shareholder planned for the second quarter of 2019
VTG Aktiengesellschaft / Key word(s): Delisting
Delisting of VTG shares intended, major shareholder has announced public tender offer at of EUR 53, rights offering to partly refinance hybrid bonds with backing of major shareholder planned for the second quarter of 2019
Hamburg, February 24, 2019: Today, the executive board of VTG Aktiengesellschaft (VTG) with the approval of the supervisory board and in consultation with Warwick Holding GmbH (Warwick), which holds around 71% of the VTG shares, has resolved to delist the shares of VTG and to submit an application to withdraw the admission of VTG's shares for trading in the regulated market of the Frankfurt Stock Exchange after publication of a public delisting offer by Warwick. To this end, VTG - upon approval by the supervisory board - today concluded a delisting agreement with Warwick. In the agreement, Warwick has committed itself after the delisting to support and secure the planned rights offering using authorized capital in an amount of EUR 290 million. This amount will be used to partly refinance existing hybrid bonds by fully exercising its subscription rights and committing to acquire all shares not subscribed in the rights offering (backstop).
In addition, Warwick has committed itself in the delisting agreement to make a public tender offer to the VTG shareholders to purchase their shares in exchange for payment of the statutory minimum price of EUR 53. Further, the agreements stipulates that Warwick shall not conclude a domination and/or profit and loss transfer agreement until the conclusion of the shareholders' meeting in 2022 nor shall it change VTGs legal form until the conclusion of the shareholders' meeting in 2021. Warwick also commits to ensure, to the extent legally possible, that the supervisory board will have an independent chairman and at least two additional independent board members until the conclusion of the shareholders' meeting in 2022.
In light of the overall circumstances, the executive board and the supervisory board are of the opinion that the conclusion of a delisting agreement is in the interest of the company. The conclusion is mainly based on the benefits of a rights offering without placement risk. Furthermore, since the closing of the voluntary public tender offer of Warwick 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%, and the average daily trading volume has decreased significantly as compared with the last six months prior to the closing. Against this background, VTG has - subject to a detailed examination of the tender offer document and in consideration of its statutory obligations - agreed to support the public delisting offering. The executive board and the supervisory board will issue a reasoned statement pursuant to Sec. 27 German Takeover Act (WpÜG) regarding the public delisting offer.
The decision on the withdrawal of admission of the shares will be taken by the management of the Frankfurt Stock Exchange. The executive board expects the withdrawal, in accordance with the rules of the Frankfurt Stock Exchange, to come into effect three trading days after publication of the decision which shall occur immediately following the decision of the Frankfurt Stock Exchange.
After effectiveness of the withdrawal, VTG's shares will no longer be admitted for trading or be traded on a domestic regulated market or on a comparable foreign market.
Head of Investor Relations
Tel.: 040 / 2354 - 1351
FAX: 040 / 2354 - 1350
|Phone:||040 2354 1351|
|Fax:||040 2354 1350|
|Listed:||Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange|
|End of Announcement||DGAP News Service|