- 75 million Schaeffler AG shares to be placed
- Price range of EUR 12.00 to EUR 14.00 per share
- Listing expected on October 9, 2015
- Strong interest from institutional investors
Based on the midpoint of the price range, gross transaction proceeds amount to approximately EUR 975 million. Following the placing, the free float shall be approximately 11 percent. The selling shareholder, Schaeffler Verwaltungs GmbH, reserves the right to sell up to 24.4 million additional secondary shares as part of the transaction.
Following expiry of a market customary lock-up, further secondary shares held by Schaeffler Verwaltungs GmbH may be sold. Once these remaining shares have been placed, the target free float of approximately 25 percent will be achieved.
Proceeds will be used to reduce debt. The purpose of the transaction is to further improve the financial strength of Schaeffler AG and, thus, to provide the basis for the continuation of the successful growth of the Schaeffler Group achieved over the last years. Schaeffler AG intends to repay an additional EUR 1 billion debt from operating cash flow by 2018.
Schaeffler's shares are expected to be traded on the Frankfurt Stock Exchange (Prime Standard) from October 9, 2015 under the ticker symbol SHA, the German securities code (WKN) SHA015 and international code (ISIN) DE000SHA0159.
"Investor feedback over the last ten days has confirmed that there is widespread interest in Schaeffler AG shares from institutional investors. Given the current market volatility we have decided, together with our shareholders, to complete the overall transaction in steps," said Klaus Rosenfeld, Chief Executive Officer of Schaeffler AG. "Our transaction structure gives us the necessary flexibility to do so. We are confident that we will bring our transaction to a successful conclusion."
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 the United States, 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 Shares of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The Shares of the Company have not been, and 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.