Voting Rights Announcements

19/January/2017

DGAP-PVR: VTG Aktiengesellschaft: Release according to Article 26, Section 1 of the WpHG [the German Securities Trading Act] with the objective of Europe-wide distribution


VTG Aktiengesellschaft

19.01.2017 / 12:15
Dissemination of a Voting Rights Announcement transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.


We received the following notification in accordance with § 27a, para. 1 WpHG on 18 January, 2017:

On 22 December 2016, Morgan Stanley has notified you pursuant to § 21 para. 1 WpHG on its own behalf and on behalf of MS Holdings Incorporated, Morgan Stanley Infrastructure II Inc., Morgan Stanley Infrastructure II GP LP, North Haven Infrastructure Partners II LP, North Haven Infrastructure Partners II-AIV II LP, North Haven Infrastructure Partners II International Holdings C.V., NHIP II Holdings Cooperatief U.A., Deodoro Holding B.V. and Warwick Holding GmbH (the above entities other than Morgan Stanley and MS Holdings Incorporated being referred to as 'NHIP II') that the portion of voting rights in VTG Aktiengesellschaft held by Warwick Holding GmbH, which are attributed to Morgan Stanley pursuant to § 22 para. 1 sentence 1 No. 1 WpHG, has crossed the threshold of 10% on 21 December 2016 and on that day amounted to 29.00% (equaling 8,340,723 voting rights).

Against this background Morgan Stanley hereby informs you on its own behalf and on behalf of MS Holdings Incorporated and NHIP II pursuant to § 27a para. 1 WpHG as follows:

1. Objectives of the investment (§ 27a para. 1 sentence 3 WpHG)

1.1 The investment was aimed at implementing strategic objectives and made in pursuit of the investment objectives of NHIP II.

1.2 NHIP II currently has no intention to acquire further shares (and thus additional voting rights) in VTG Aktiengesellschaft within the next twelve months. However, depending on the market environment and the ongoing development of the company's business, NHIP II may decide to acquire further shares (and thus additional voting rights) in VTG Aktiengesellschaft within the next twelve months.

1.3 NHIP II currently has no intention to exercise influence on the appointment or removal of members of the administrative, managing and supervisory bodies of VTG Aktiengesellschaft other than by exercising the voting rights held by Warwick Holding GmbH. This exercising of voting rights would be in the ordinary course of elections of members of the supervisory board in the general meeting in order to be represented in the supervisory board in a manner which appropriately reflects its shareholding in VTG Aktiengesellschaft.

1.4 NHIP II currently has no intention to change VTG Aktiengesellschaft's capital structure, particularly with regard to the ratio of equity and debt financing and the company's dividend policy.

2. Source of the funding for the acquisition of voting rights (§ 27a para. 1 sentence 4 WpHG)

The voting rights in VTG Aktiengesellschaft were acquired solely by way of attribution of voting rights pursuant to § 22 para. 1 sentence 1 No. 1 WpHG as a consequence of the acquisition of voting rights by Warwick Holding GmbH. The acquisition of voting rights by Warwick Holding GmbH was indirectly financed by funds provided by limited partners of North Haven Infrastructure II LP and North Haven Infrastructure Partners II-AIV II LP.



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