.
– Total issuance volume of c. EUR 224.3 million to c. EUR 232.9 million, if greenshoe option is fully exercised
– Capital increase of approximately EUR 150 million, corresponding to up to 10,000,000 new shares
– Secondary offering of 3,000,000 existing shares, additional potential over-allotment of up to 1,950,000 existing shares
– Expected free float post-IPO of up to c. 38 percent, if the over-allotment option is fully exercised
– Price range corresponds to a market capitalization of c. EUR 594 million to c. EUR 668 million
– Offer period to commence on October 11, 2017, and expected to end on October 24, 2017
– Trading on the Frankfurt stock exchange planned to start on October 25, 2017
Together with its indirect sole shareholder Montana Tech Components AG and the bank consortium, VARTA AG has set the framework for its envisaged initial public offering (IPO) in the regulated market of the Frankfurt Stock Exchange (Prime Standard). The prospectus has been approved by the German financial supervisory authority (BaFin). The price range for the offered shares is between EUR 15.00 and EUR 17.50 per share. The offer period, during which interested investors can subscribe VARTA AG shares, will commence on October 11, 2017, and is expected to end on October 24, 2017. The shares are to be listed for the first time on October 25, 2017.
“The IPO of VARTA AG has reached the decisive phase,” says Herbert Schein, the company–s CEO. “We are excellently positioned in the market and have shown a very strong performance in the first six months of 2017. Demand for our products is strong and our company–s growth potential is high. That has given us a boost as we head toward the dialog with investors.”
The IPO consists of a public offering in Germany and Austria as well as private placements with institutional investors outside of Germany and Luxembourg and additional jurisdictions outside of the United States of America, pursuant to regulation S of the US Securities Act of 1933 in the currently valid version (“Securities Act”) as well as qualified institutional investors in the United States of America pursuant to Rule 144A under the Securities Act, as amended.
Capital increase of about EUR 150 million planned
The number of shares offered will depend on the issuance price. Depending on the final issuance price, between 8,571,429 and 10,000,000 new shares will be issued in order to achieve the envisaged EUR 150 million capital increase. In addition to these new shares, Montana Tech Components AG, as indirect sole shareholder, will offer 3,000,000 of its existing shares via its subsidiary VGG GmbH. VGG GmbH also provides up to further 1,950,000 existing shares to cover any potential over-allotment. Up to 14,950,000 shares may be offered in total. The total offer volume – including the capital increase, VGG GmbH–s placement, and potential over-allotments – amounts to c. EUR 224.3 million to c. EUR 232.9 million. If all offered shares are placed, including all over-allotments and the exercise of the greenshoe option, a free float of up to c. 38 percent of the share capital is expected.
Proceeds of issuance to strengthen growth
VARTA AG intends to use most of the expected gross proceeds of EUR 150 million generated from the IPO to expand production capacity of its operating subsidiaries, mainly in Germany. The company intends to use around EUR 80 million for the expansion of production capacity for rechargeable lithium-ion microbatteries and around EUR 30 million to install a new production line for zinc-air hearing aid microbatteries. In this area, VARTA AG has already increased its capacities on a continuous basis in the past to serve the lasting growth in the hearing aid market. In the Power & Energy segment, VARTA AG intends to use approximately EUR 20 million to invest in battery assembly plants in line with the project pipeline and strengthen its expertise particularly in software and electronics via a potential acquisition. The remainder will be used for general corporate purposes.
A twelve-month lock-up period will apply for the company and its CFO, Dr. Michael Pistauer, and a 24-month lock-up period for VARTA AG–s CEO, Herbert Schein, and the existing shareholders.
The decision regarding the exact number of shares to be placed and the offer price is expected to be made on October 24, 2017. Trading on the regulated market of the Frankfurt Stock Exchange (Prime Standard) under the securities identification number (WKN) A0TGJ5 and the international securities identification number (ISIN) DE000A0TGJ55 is scheduled to start on October 25, 2017. The prospectus, which has been approved by BaFin, is available for download from the company–s website: http://www.varta-ag.com/investor-relations.
Joh. Berenberg, Gossler & Co. KG is acting as Sole Global Coordinator and, together with UniCredit Bank AG, as Joint Bookrunner.
Important note:
This document does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in Australia, Canada, Japan, or the United States of America or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to herein may not be offered or sold in the United States of America absent registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. 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, Canada or Japan. There will be no public offer of the securities in the United States of America. Neither VARTA Aktiengesellschaft (the “Company”) nor any of its shareholders intends to register any securities referred to herein in the United States.
Any offer will be made exclusively through and on the basis of a prospectus that must be published in Germany, as supplemented by additional information related to the offer outside of Germany. No money, securities, or other consideration is being solicited, and, if sent in response to the information contained herein, will not be accepted.
This document does not constitute an offer document or an offer of securities to the public in the U.K. to which section 85 of the Financial Services and Markets Act 2000 of the U.K. applies and should not be considered as a recommendation that any person should subscribe for or purchase any securities as part of the Offer. This document is being communicated only to (i) persons who are outside the U.K.; (ii) persons who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”) or (iii) high net worth companies, unincorporated associations and other bodies who fall within article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). Any person who is not a Relevant Person must not act or rely on this communication or any of its contents. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. This document should not be published, reproduced, distributed or otherwise made available, in whole or in part, to any other person without the prior consent of the Company.
Joh. Berenberg, Gossler & Co. and UniCredit Bank AG are acting exclusively for the Company and the selling shareholder and no one else in connection with the contemplated offering referred to herein. They will not regard any other person as their respective clients in relation to such offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
Joh. Berenberg, Gossler & Co. and UniCredit Bank AG are authorized and regulated by the Bundesanstalt für Finanzdienstleistungsaufsicht and also supervised by the European Central Bank.
This document contains forward-looking statements. These statements are based on the current views, expectations, assumptions and information of the management of the Company. Forward-looking statements should not be construed as a promise of future results and developments and involve known and unknown risks and uncertainties. Actual results, performance or events may differ materially from those described in such statements due to, among other things, changes in the general economic and competitive environment, risks associated with capital markets, currency exchange rate fluctuations, changes in international and national laws and regulations, in particular with respect to tax laws and regulations, affecting the Company, and other factors. The Company does not assume any obligations to update any forward-looking statements.
This document is an advertisement and not a prospectus. Investors should not purchase or subscribe for any shares referred to in this document except on the basis of information in the prospectus to be issued by the company in connection with the offering of such shares. Copies of the prospectus are available free of charge from Varta AG, Daimlerstraße 1, 73479 Ellwangen, Germany or on Varta AG–s website (www.varta-ag.com).
As the parent company of the Group, VARTA AG is active in the business segments Microbatteries and Power & Energy through its operating subsidiaries VARTA Microbattery GmbH and VARTA Storage GmbH. Already today an innovation leader in the microbattery sector and one of the market leaders for hearing-aid microbatteries, VARTA Microbattery GmbH also aspires to market leadership for lithium-ion batteries in wearables and particularly headphones. VARTA Storage GmbH focuses on intelligent energy solutions for customized battery storage systems for OEM customers and the design, system integration and assembly of stationary lithium-ion energy storage systems. The VARTA AG Group–s operating subsidiaries are currently active in more than 75 countries around the world, with five production and assembly facilities in Europe and Asia as well as distribution centers in Asia, Europe and the United States.
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