AD HOC NOTIFICATION PURSUANT TO ARTICLE 17 OF THE MARKET ABUSE REGULATION
*** CAPITAL INCREASE***
RWE determines the placement price for the new shares
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN OR OTHER COUNTRIES WHERE SUCH A PUBLICATION COULD BE UNLAWFUL
RWE Aktiengesellschaft („RWE“) has decided to increase its share capital through partial utilization of its authorized capital under the exclusion of shareholders’ subscription rights from EUR 1,573,748,477.44 by EUR 157,374,845.44 to EUR 1,731,123,322.88. The 61,474,549 new common bearer shares were placed, following an accelerated bookbuilding process with institutional investors, and are entitled to the dividend for fiscal year 2020.
The shares were sold at a placement price of EUR 32.55 per share resulting in gross proceeds of around EUR 2 billion before deduction of commissions and expenses. The net proceeds from the capital increase are planned to be invested in additional short-term capacity build-out, enhancements of pipeline and in further visible mid- and long-term growth opportunities in renewables on top of the company’s ambition to grow its renewables portfolio to more than 13 gigawatts (GW) net and to invest some EUR 5 billion net by the end of 2022. Parts of the proceeds will be used to finance the planned acquisition and realisation of the 2.7 GW project pipeline from Nordex as announced on 31 July 2020.
Admission of the new shares for trading in the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange and in the regulated market of the Duesseldorf Stock Exchange is expected to take place without a prospectus on 20 August 2020. Trading is expected to commence on 21 August 2020. It is intended to include the new shares in the existing listings of the company's shares. The delivery of the new shares is scheduled for 24 August 2020. Following the private placement, RWE will be subject to a lock-up, i.e. an obligation not to, inter alia, issue further shares or financial instruments convertible into shares or to conduct a further capital increase, of 90 days, subject to market standard exemptions.
The Executive Board
Disclosed by Dr Ulrich Rust, General Counsel
The distribution of this announcement and the offering of the shares of 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. The shares have already been sold.
RWE securities 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 or an applicable exemption from the registration requirements of the Securities Act.
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 Securities 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 banks organizing the placement of shares (the “Global Coordinators” or “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 Global Coordinators or Joint Bookrunners and any of their affiliates acting in such capacity. In addition, any of the Global Coordinators or 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 Global Coordinators or Joint Bookrunners and any of their affiliates may from time to time acquire, hold or dispose of shares. The Global Coordinators and 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 Global Coordinators or 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 Global Coordinators and Joint Bookrunners is acting on behalf of RWE and no one else in connection with the 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 the 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.