- Gross proceeds of around €4 billion, price of €54.00 per share
- Placement of 36.1 million new shares and 38.2 million treasury shares, representing 10% of RWE’s share capital
- Capital raise attracted significant investor interest, offering significantly oversubscribed
Essen, 22. Juni 2026
Today, RWE has successfully completed an equity capital raise of around €4 billion. Shares were placed at a price of €54.00 per share. This amounts to 10% of the share capital. The capital raise was implemented using part of the authorised capital with 36.1 million new bearer shares issued and 38.2 million treasury shares re-issued against cash contributions. Subscription rights were excluded.
Dr Markus Krebber, CEO of RWE AG: “We are pleased by the strong investor demand for this equity capital raise, which underscores market confidence in our strategy. The significant oversubscription shows clear support for RWE’s decision to broaden our portfolio into regulated grid infrastructure alongside renewables and flexible generation. By increasing our stake in Amprion and committing additional capital to expand Germany’s regulated grid infrastructure, we increase our share of predictable, long-term revenues. The enhanced exposure to regulated grid infrastructure strengthens our ability to deliver value-accretive, long-term earnings growth for our shareholders. We thank our investors for their trust and support.”
The shares were offered for purchase exclusively to institutional investors in a private placement by way of an accelerated bookbuilding process. They are entitled to the dividend for fiscal year 2026.
The cornerstone investors Qatar Investment Authority (QIA) and Norges Bank Investment Management, a division of Norges Bank, participated in the equity capital raise and acquired shares with an aggregate value of about €1 billion.
Admission of the new shares to trading on the regulated market of the Frankfurt and Duesseldorf Stock Exchange without a prospectus, and the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange, is expected to take place on 24 June 2026. It is intended to include the new shares in the existing listings of the company’s shares. The delivery of the new shares as well as the sold treasury shares to investors is scheduled for 26 June 2026.
Equity capital raise fully funds RWE’s increase in stake in Amprion
Proceeds from the equity capital raise will be used to finance the acquisition of shares in Amprion, one of Germany’s four Transmission System Operators. RWE has agreed with five shareholders of M31 on the acquisition of indirect shares in Amprion. After completion, RWE’s total share in Amprion will increase to pro rata 55%. The aggregate purchase price across all acquisitions amounts to €3.6 billion.
Furthermore, in connection with its shareholding in Amprion, RWE will commit a total of €6.5 billion by 2031 to contribute to the funding of Amprion’s investments in expanding its regulated grid infrastructure. This is funded by proceeds from the equity capital raise and RWE’s available financial headroom, in line with RWE’s target to maintain a leverage factor – the ratio of net debt to adjusted EBITDA – at the lower end of the range of 3.0 to 3.5.
The expansion into regulated grid infrastructure comes on top to RWE’s existing plans to invest a total of €35 billion net by 2031 to grow its global renewables and flexible generation capacity to 65 gigawatts.
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, Japan, South Africa 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. The sale of shares described herein has been completed. No further offer will be made.
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 securities referred to herein may not be offered or sold in Australia, Japan, South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Japan or South Africa. The offer and sale of the securities referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Japan or South Africa. There will be no public offer of the securities 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 (Financial 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 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 ”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.