DGAP-News: GRENKE AG / Key word(s): Capital Increase
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- Net proceeds from the transaction will be used to finance further growth in GRENKE Groups core markets over the next years and to continue its successful internationalisation strategy
- Focussed expansion of current market shares and systematic further development of product portfolio
- In light of the envisaged strong growth, the capital increase is expected to support the very strong capital base and maintain the equity ratio in the long term above 16%
With the approval of the Supervisory Board, the Board of Directors of GRENKE AG (ISIN: DE000A161N30) today resolved on a capital increase against cash contribution with an issue volume of up to EUR 200 million under the exclusion of current shareholders' subscription rights (this corresponds to approx. 4.3% of the Company's share capital based on the Xetra closing price as of June 12, 2018). The Company's share capital shall be increased through the partial use of the Company's authorised capital that was resolved on by the Annual General Meeting on May 03, 2018. The Company will issue new no-par value registered shares with dividend entitlement for the ongoing 2018 fiscal year and bearing rights equal to those of the existing outstanding shares of the Company. The new shares will be offered exclusively to institutional investors in a private placement by way of an accelerated bookbuilding offering.
"In view of the extremely positive business development in the first months of the current fiscal year, we plan to use the net proceeds from the capital increase to strengthen our equity base. Our strong equity position is key for growth in our core markets over the next years and for the continuation of our successful internationalisation strategy. Moreover it enables the focussed expansion of our current market shares and a systematic further development of our product portfolio", explained Antje Leminsky, Chair of the Board of Directors of GRENKE AG. Sebastian Hirsch, member of the Board of Directors, added: "We have decided to carry out the capital increase in order to seize the continued dynamic and profitable growth opportunities. The capital increase ensures that our capital base will remain at a solid and sustainable level and allow us to continue focusing on an equity ratio in the long term above 16%."
The new shares shall be admitted to trading on the regulated market of the Frankfurt Stock Exchange without a prospectus with simultaneous admission to the sub-segment of the regulated market with additional post-admission obligations (Prime Standard). The new shares will be included in the current listing as per June 20, 2018. GRENKE AG has agreed to a customary lock-up period of six months.
Founder and Deputy Chairman of the Supervisory Board, Wolfgang Grenke, supports the capital increase and, together with his family members, intends to participate in the capital increase by placing an order.
Deutsche Bank AG and HSBC Trinkaus & Burkhardt AG will be acting as joint global coordinators and joint bookrunners for the transaction.
For further information, please contact:
Founded in 1978 in Baden-Baden, the Company operates in 31 countries and employs more than 1,300 staff worldwide. GRENKE shares are listed in the SDAX on the Frankfurt Stock Exchange (ISIN DE000A161N30).
Further information about GRENKE and its products is available at http://www.grenke.de
This publication is for information purposes only. It does not constitute an offer to purchase, sell, exchange or transfer any securities or a solicitation to submit an offer to purchase securities of GRENKE AG in the United States of America, Germany or any other jurisdiction. Neither this announcement nor its content shall form the basis of an offer in any jurisdiction. The securities of GRENKE AG may not be offered or sold in the United States of America without registration or an exemption from registration under the United States Securities Act of 1933, as amended (the 'Securities Act'). The securities of GRENKE AG have not been, and will not be, registered under the Securities Act.
In the United Kingdom, this publication is being directed only at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the 'Order') or (ii) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, partnerships, etc.) (all such persons together being referred to as 'Relevant Persons'). This publication is directed and distributed only to Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this publication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
In the member states of the European Economic Area ('EEA') that have implemented the Prospectus Directive (the 'Relevant Member States'), this announcement and any offer if made subsequently is directed exclusively to persons who are 'qualified investors' as defined by the Prospectus Directive ('Qualified Investors'). For these purposes, the expression 'Prospectus Directive' means Directive 2003/71/EC (and amendments thereto, including the 2010 'Prospectus Directive Amending Directive', to the extent implemented in a Relevant Member State).
No action has been taken that would permit an offer or a purchase of the securities or distribution of this publication in any jurisdiction where such action would be unlawful. Persons who are in possession of this announcement are required to inform themselves about and observe any such restrictions.
This announcement does not constitute marketing material, a prospectus or a recommendation concerning the private placement of securities described in this announcement (the 'Placement'). Investors should consult a professional advisor as to the suitability of the Placement for the person concerned.
In connection with the Placement, Deutsche Bank Aktiengesellschaft ('Deutsche Bank') and HSBC Trinkaus & Burkhardt AG ('HSBC') and any of their affiliates acting as an investor for their own account may take up as a proprietary position any shares of GRENKE AG (the 'Shares') and, in that capacity, may hold, purchase or sell such Shares for their own account . Accordingly, references to the securities being issued or sold should be read as including any issue, offer or sale to Deutsche Bank and HSBC, as well as any of their affiliates acting as investors for their own accounts. In addition, Deutsche Bank and HSBC or their affiliates may enter into financing arrangements and swaps with investors in connection with which Deutsche Bank and HSBC (or their affiliates) may purchase, hold or sell Shares. Deutsche Bank and HSBC do not intend to disclose the extent of any such investment or transactions other than in accordance with any legal or regulatory obligation to do so.
Deutsche Bank and HSBC are acting on behalf of GRENKE AG and no one else in connection with the Placement and will not be responsible to any other person for providing the protections afforded to clients of Deutsche Bank and HSBC nor for providing advice in relation to the Placement.
Deutsche Bank and HSBC and none of their respective directors, officers, employees, advisers or agents accept any responsibility or liability whatsoever for, or make 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 this announcement) or, with limited exception, any other information relating to GRENKE AG, its subsidiaries and affiliated companies, whether written, oral or in visual or electronic form, or any damage howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
To the extent that this announcement contains forward-looking statements, such statements do not represent facts and are characterised by the words 'expect', 'believe', 'estimate', 'intend', 'aim', 'assume' or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of GRENKE AG and are based on current plans, estimates and forecasts which GRENKE AG has made to the best of its knowledge, but which do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by GRENKE AG. It should be kept in mind that actual events or developments may differ materially from those contained in or expressed by such forward-looking statements.
13.06.2018 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.
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