This release and the information contained herein are not being issued and may not be distributed in the United States of America, Canada, Japan or Australia.
RWE decides on cash capital measure
RWE Aktiengesellschaft today decided to implement the previously announced capital measure. The measure is part of an overall package to strengthen the capital base and to improve the capital structure of the Group.
The company’s share capital is to be increased by using part of the existing authorised capital by issuing 52,340,499 new ordinary bearer shares against cash contribution. The new shares will be entitled to dividends as of 1 January 2011; shareholders’ subscription rights are excluded for these new shares. At the same time, 28,105,327 treasury shares – i.e. 5.0% of company’s share capital – are to be sold. These shares will also be entitled to dividends as of 1 January 2011.
All 80,445,826 shares will be offered to institutional investors by way of an accelerated bookbuilding procedure, however the placement of the 28,105,327 treasury shares is subject to the exercise of subscription rights by existing shareholders within the fixed subscription period beginning after the accelerated bookbuilding has taken place (“claw-back”).
The accelerated bookbuilding procedure will commence today, 5 December 2011 and is expected to end tomorrow, 6 December 2011. The subscription period for the 28,105,327 treasury shares is expected to commence on 8 December 2011 and to end on 21 December 2011. Neither RWE nor the coordinating banks will initiate trading of the subscription rights.
The offer price for the accelerated placement as well as the subscription price at which the shares are to be offered to the shareholders in the course of the subscription offer will be set on the basis of the bookbuilding process in such a way that the both prices are equal.
The offer price and the subscription price are expected to be set and published tomorrow, 6 December 2011.
The new shares will be admitted for trading without prospectus on the regulated market of the Frankfurt Stock Exchange and Düsseldorf Stock Exchange and to the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange.
Deutsche Bank Aktiengesellschaft and Goldman Sachs International act as joint bookrunners for this transaction.
Further information will be published in accordance with legal requirements.
This release does not constitute a public offer of securities in Germany. This release does not constitute an offer to sell securities, or a solicitation of an offer to buy securities, in the United States of America or in any other jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Securities may not be offered or sold in the United States of America absent regis¬tration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The securities of RWE Aktiengesellschaft described herein have not been and will not be registered under the Securities Act, or the laws of any State, and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable State laws. RWE Aktiengesellschaft does not intend to register any portion of the offering in the United States or conduct a public offering of securities in the United States.