Siemens Energy AG / Key word(s): Capital Increase
Siemens Energy AG: Siemens Energy launches cash capital increase through accelerated bookbuilding
15-March-2023 / 18:20 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by EQS News - a service of EQS Group AG.
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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
Munich, 15 March 2023 - Today, the executive board of Siemens Energy AG ("Siemens Energy"), with the approval of the supervisory board, resolved to launch a capital increase against cash contributions through partial utilization of the authorized capital. The share capital of Siemens Energy will be increased by up to 10% by issuing new no‐par value registered shares (the "New Shares") against cash contributions under the exclusion of shareholders’ subscription rights. The New Shares will carry full dividend rights for the current fiscal year as from 1 October 2022.
The offer and sale of New Shares will be exclusively made 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 executive board of Siemens Energy, with the approval of the supervisory board, will determine and announce the final number of shares to be issued, the placement price and the final gross proceeds following the conclusion of the accelerated bookbuilding process. Following the private placement, Siemens Energy 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 certain market standard exemptions.
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 is expected to take place on 21 March 2023. Trading in the New Shares is expected to commence on 23 March 2023. It is intended to include the New Shares in the existing listings of the existing shares of Siemens Energy. The delivery of the New Shares to investors is scheduled for 23 March 2023.
The expected net proceeds from the capital increase shall be used to partially refinance the voluntary cash tender offer for all outstanding shares in Siemens Gamesa Renewable Energy, S.A.
The distribution of this announcement and the offering of the shares of Siemens Energy 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, Canada, Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.
Securities 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 U.S. Securities Act of 1933, as amended. There will be no public offer of securities in the United States of America or in any other jurisdiction.
In member states of the European Economic Area ("EEA"), this announcement 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"). In the United Kingdom, this announcement is only addressed to and directed at Qualified Investors who are persons (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) falling within Article 49(2)(a) to (d) (high net worth companies, incorporated associations, etc.) of the Order.
To the extent this announcement contains predictions, expectations or statements, estimates, opinions and projections with respect to anticipated future performance of Siemens Energy (“forward-looking statements”), they are based upon current views and assumptions of the Siemens Energy management, which were made to its best knowledge. Forward-looking statements reflect various assumptions taken from Siemens Energy’s current business plan or from public sources which have not been independently verified or assessed by Siemens Energy 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 Siemens Energy or the success of the industries in which Siemens Energy 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. Siemens Energy 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.
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