- Placement price at EUR 12.50 per share
- Total transaction volume of EUR 938 million
- Strong interest from institutional investors
- First trading day on the Frankfurt Stock Exchange on October 9, 2015
„We are very pleased that we could successfully complete our IPO in a challenging market environment. The strong demand from investors shows that Schaeffler is perceived as an attractive investment“, said Klaus Rosenfeld, CEO of Schaeffler AG. „With the IPO we have paved the way to continue the profitable growth path of Schaeffler AG.“
The proceeds from the transaction will be used to reduce financial indebtedness of Schaeffler AG and thus to sustainably improve its financial strength. Furthermore, through this step, the legal restructuring of the entire group is concluded.
“With the successful completion of the transaction we have completed the two-pillar model, which we have consistently worked on for several years, with a strategically focused holding company at the top”, explained Georg F. W. Schaeffler, Shareholder and Chairman of the Supervisory Board of Schaeffler AG.
Maria-Elisabeth Schaeffler-Thumann, Shareholder and Deputy Chairperson of the Supervisory Board, added: “The Schaeffler Group will remain a family business in the future. As shareholders we will take responsibility to further successfully develop our group of companies.”
The non-voting common shares of Schaeffler AG will be traded as of October 9, 2015 on the regulated market (Prime Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) and will have the ticker symbol SHA, the German Securities Identification Number (WKN) SHA015 and the International Securities Identification Number (ISIN) DE000SHA0159.
Forward-looking statements and projections
Certain statements in this press release are forward-looking statements. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial consequences of the plans and events described herein. No one undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. You should not place any undue reliance on forward-looking statements which speak only as of the date of this press release. Statements contained in this press release regarding past trends or events should not be taken as representation that such trends or events will continue in the future. The cautionary statements set out above should be considered in connection with any subsequent written or oral forward-looking statements that Schaeffler, or persons acting on its behalf, may issue.
These materials may not be published, distributed or transmitted in Canada, Australia or Japan. These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities (the “Shares”) of Schaeffler AG (the “Company”) in the United States, Germany or any other jurisdiction. The securities referred to herein will not be or have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from registration requirements. The securities will not be registered under the Securities Act.
In the United Kingdom, this document is only being distributed to and is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”) or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as “Relevant Persons”). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
Neither Schaeffler AG nor any of its shareholders intend to make any public offer of shares in Schaeffler AG in the United States, Germany or any other jurisdiction. It is only intended that shares will be placed with qualified investors and less than 150 non-qualified investors per EEA member state in the Federal Republic of Germany and certain other jurisdictions and subsequently admitted to trading on the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange with simultaneous admission to the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange and on the regulated market of the Luxembourg Stock Exchange. The Listing will be made on the basis of a prospectus that must be published in Germany and Luxembourg. The prospectus will be available free of charge on the Internet at www.schaeffler.com/ir.
In any EEA Member State other than the Federal Republic of Germany or Luxembourg that has implemented Directive 2003/71/EC (together with any amendment and any applicable implementing measures in any Member State, the "Prospectus Directive") this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.
In connection with the listing of Schaeffler AG’s common non-voting bearer shares with preferred dividend payments with no par value (the “Placement Shares”), one of the underwriting banks (the “Stabilization Manager”) or its affiliates, will act, for its own account and the account of the other underwriting banks, as the Stabilization Manager. The Stabilization Manager may, acting in accordance with legal requirements, take stabilization measures to support the market price of the Placement Shares and thereby counteract any selling pressure.
The Stabilization Manager is under no obligation to take stabilization measures. Therefore, no assurance can be provided that any stabilization measures will be taken. Where stabilization measures are taken, these may be terminated at any time without notice. Such measures may be taken from the earlier of the date the Placement Shares are listed on the regulated market of the Frankfurt Stock Exchange or the regulated market of the Luxembourg Stock Exchange and must be terminated no later than 30 calendar days after such date (the “Stabilization Period”).
These measures may result in the market price of the Placement Shares being higher than would otherwise have been the case. Moreover, the market price may temporarily be at an unsustainable level.
Schaeffler Verwaltungs GmbH has granted the Stabilization Manager the option to sell to it up to 7.5 million Placement Shares acquired through stabilization measures (the “Put Option”). The Put Option is exercisable on or before the end of the Stabilization Period.