Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES COULD BE UNLAWFUL.
Today the executive board of RWE Aktiengesellschaft ("RWE"), with the approval of the supervisory board, resolved on an equity measure comprising up to 10% of the share capital.
In total, up to 74,384,121 shares are to be placed. To this end, the share capital of RWE will be increased against cash contributions through partial utilization of the authorized capital by issuing 36,143,952 new bearer shares with no par value, representing 4.9% of the share capital. At the same time, up to 38,240,169 treasury shares of RWE, representing 5.1% of the share capital, are to be sold. The new shares and the treasury shares to be sold are entitled to dividends as of 1 January 2026. Shareholders' subscription rights will be excluded.
All shares will be offered for purchase exclusively to institutional investors in a private placement by way of an accelerated bookbuilding process. The private placement will be initiated immediately after this notification. The cornerstone investors Qatar Investment Authority (QIA) and Norges Bank Investment Management, a division of Norges Bank, have already committed to purchase shares with an aggregate value of about EUR 1 billion. This corresponds to about 25% of the expected total volume of the equity measure.
The placement price and the final number of shares to be offered will be determined by the executive board, with the approval of the supervisory board, following the conclusion of the accelerated bookbuilding process and will be announced thereafter. Following the private placement, RWE will be subject to a lock-up of 90 days, i.e. an obligation not to, inter alia, issue further shares or financial instruments convertible into shares or to conduct a further capital increase, subject to certain market standard exemptions.
Admission of the new shares for trading in the regulated market of the Frankfurt Stock Exchange and the Duesseldorf Stock Exchange as well as in the subsegment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange is expected to take place without a prospectus on 24 June 2026. It is intended to include the new shares in the existing listings of the company's shares (ISIN: DE0007037129; WKN: 703712). The delivery of the new shares and the treasury shares to be sold is scheduled for 26 June 2026.
The expected net proceeds from the equity measure are intended to be used to finance the increase of the existing stake in Amprion GmbH, one of the four German transmission system operators RWE has agreed with five shareholders of M31 Beteiligungsgesellschaft mbH & Co. Energie KG on the acquisition of their indirect stakes in Amprion GmbH. In total, this will increase RWE's indirect stake in Amprion GmbH to 55%. The aggregate purchase price for the transactions amounts to approximately EUR 3.6 billion. It is expected that all transactions will be completed in the third quarter of 2026. Completion is subject to customary conditions, including the necessary regulatory approvals.
Disclosed by Dr. Ulrich Rust, General Counsel
Important notice
The publication, distribution and transmission of this announcement and the offer and sale of any of the shares of RWE Aktiengesellschaft ("RWE") in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, any such restrictions. This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in the United States of America, Australia, South Africa, Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful and neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or purchase whatsoever in any jurisdiction. No action has been taken by RWE or any of the banks organizing the placement of shares (the "Joint Bookrunners") or any of their affiliates to permit a public offering of the shares or possession or distribution of this announcement in any jurisdiction where action for that purpose is required.
The shares mentioned herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold absent registration except pursuant to an exemption from, or a transaction not subject to, the registration requirements under the Securities Act, and applicable state securities laws. Subject to certain exceptions, the shares referred to herein may not be offered or sold in Australia, South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, South Africa or Japan. The offer and sale of the shares referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, South Africa or Japan. There will be no public offer of the shares in the United States of America or in any other jurisdiction.
In member states of the European Economic Area ("EEA"), this announcement and any offer if made subsequently is only addressed to and directed at persons who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129) (as amended, the "Prospectus Regulation") ("Qualified Investors"). Any person who is not a Qualified Investor may not act or rely on this announcement or any of its contents. In the United Kingdom (“UK”), this announcement is only addressed to and directed at qualified investors within the meaning of Schedule 1, Paragraph 15 of the Public Offers and Admissions to Trading Regulations 2024 (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Fi-nancial Promotion) Order 2005 (as amended, the "Order") or (ii) high net worth companies, and other persons falling within Articles 49(2)(a) to (d) of the Order; or (iii) to whom it may otherwise lawfully be communicated (all such persons in (i), (ii) and (iii) above together being referred to as "Relevant Persons"). Any invitation, offer or agreement to subscribe for, purchase or otherwise acquire shares will be engaged in only with Relevant Persons. Any person who is not a Relevant Person may not act or rely on this announcement or any of its contents. Any investment or investment activity to which this announcement relates is available to, and will be engaged in with, only (i) Qualified Investors in member states of the EEA and (ii) Relevant Persons in the UK.
The shares may only be sold to Canadian resident purchasers that are purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securi-ties Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.
In connection with the sale of the shares, any of the Joint Bookrunners and any of their affiliates may take up a portion of the shares in the placement as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of RWE or related investments in connection with the sale or otherwise. Accordingly, references in this announcement to the shares being sold, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, any of the Joint Bookrunners and any of their affiliates acting in such capacity. In addition, any of the Joint Bookrunners and any of their affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which the Joint Bookrunners and any of their affiliates may from time to time acquire, hold or dispose of shares. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
None of the Joint Bookrunners or any of their or their affiliates’ directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to RWE, its respective subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
Each of the Joint Bookrunners is acting on behalf of RWE and no one else in connection with any offering of the shares and will not be responsible to any other person for providing the protections afforded to any of its clients or for providing advice in relation to any offering of the shares.
To the extent this announcement contains predictions, expectations or statements, estimates, opinions and projections with respect to anticipated future performance of RWE ("Forward-looking Statements"), they are based upon current views and assumptions of the RWE management, which were made to its best knowledge. Forward-looking Statements reflect various assumptions taken from RWE's current business plan or from public sources which have not been independently verified or assessed by and which may or may not prove to be correct. Forward-looking Statements are subject to known and unknown risks, uncertainties and other factors which could cause the earnings position, profitability, performance or the results of RWE or the success of the industries in which RWE operates to differ materially from the earnings position, profitability, performance or the results expressly or implicitly assumed or described in these Forward-looking Statements. In consideration of these risks, uncertainties and other factors, persons receiving this document are advised not to rely on these Forward-looking Statements. RWE does not assume any liability or guarantee for such Forward-looking Statements and will not adjust them to any future results and developments.
Information to Distributors
Pursuant to EU product governance requirements, the shares have been subject to a product approval process, under which each distributor has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II. Any distributor subsequently offering the shares is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels.