Porsche Automobil Holding SE: Porsche Automobil Holding SE has fixed the subscription price for new ordinary and new preferred shares at EUR 38.00 per share and the subscription ratio for ordinary and preferred shares at 1:0.75
Porsche Automobil Holding SE / Key word(s): Capital Increase/Miscellaneous
27.03.2011 23:12
Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE UNITED STATES,
AUSTRALIA, CANADA OR JAPAN.
Porsche Automobil Holding SE has fixed the subscription price for new
ordinary and new preferred shares at EUR 38.00 per share and the
subscription ratio for ordinary and preferred shares at 1:0.75.
The Executive Board of Porsche Automobil Holding SE, with the consent of
the Supervisory Board, today has set the conditions for the capital
increase against cash contributions which was resolved by the Company's
general shareholders' meeting on November 30, 2010. The subscription price
for the new ordinary and new preferred shares was fixed at EUR 38.00 per
share respectively.
The Company's share capital will be increased by up to EUR 131,250,000 from
EUR 175,000,000 to up to EUR 306,250,000 through the issuance of 65,625,000
new ordinary shares and of up to 65,625,000 new preferred shares, each
share with no par-value representing a notional amount of EUR 1.00 in the
share capital. The new ordinary and the new preferred shares will have
dividend rights starting as from August 1, 2010. The subscription ratio for
ordinary and preferred shares has in each case been fixed at 1:0.75. One
existing share of the respective class carries the right to subscribe for
0.75 new shares of such class.
All new ordinary shares will be underwritten by Deutsche Bank
Aktiengesellschaft with the obligation to offer them, by way of indirect
subscription rights, to the holders of ordinary shares of the Company for
subscription at the subscription price. All holders of ordinary shares of
Porsche Automobil Holding SE are irrevocably committed towards Deutsche
Bank Aktiengesellschaft to exercise all their subscription rights for the
new ordinary shares at the beginning of the subscription period. The
exercise of the subscription rights for the new ordinary shares as well as
the payment of the corresponding subscription price are in each case
secured by an escrow agreement entered into between the holders of ordinary
shares and Deutsche Bank Aktiengesellschaft.
All new preferred shares will be underwritten by the members of a banking
syndicate led by Deutsche Bank Aktiengesellschaft, J.P. Morgan Securities
Ltd. and Morgan Stanley Bank AG with the obligation to offer them, by way
of indirect subscription rights, to the holders of preferred shares at the
subscription price.
Subject to the approval of the Company's securities prospectus - which has
to be published in connection with the public offering of the new preferred
shares - by the German Federal Financial Supervisory Authority
(Bundesanstalt für Finanzdienstleistungsaufsicht-'BaFin'), which is
expected to be granted on March 28, 2011, and subject to the publication of
the subscription offer, planned for March 29, 2011, the subscription period
for the new ordinary and new preferred shares will start on March 30, 2011
until April 12, 2011 (inclusive).
In connection with the offering of the new preferred shares, the
subscription rights will be traded on the stock exchange. The further
details of the capital increase and its implementation will be announced in
the subscription offer that will be published in the electronic version of
the German Federal Gazette (elektronischer Bundesanzeiger) as well as in
the Frankfurter Allgemeine Zeitung and the Börsenzeitung.
New preferred shares for which subscription rights will not be exercised
will, after expiration of the subscription period, be placed for a price at
least equal to the subscription price. Provided that the new shares will
be subscribed in full, Porsche Automobil Holding SE will raise net proceeds
expected to amount to approximately EUR 4.89 billion. The Company will use
all of the net proceeds for the repayment of liabilities under its credit
facilities.
Information and Explaination of the Issuer to this News:
This publication constitutes neither an offer to sell nor a solicitation to
buy securities. The offer will be made solely by means of, and on the
basis of, a securities prospectus which is to be published. The securities
prospectus will be available free of charge on the Porsche Automobil
Holding SE website under www.porsche-se.com as well as from Porsche
Automobil Holding SE, Porscheplatz 1, 70435 Stuttgart, Deutsche Bank
Aktiengesellschaft, Große Gallusstraße 10-14, 60311 Frankfurt am Main, J.P.
Morgan Securities Ltd., Junghofstraße 14, 60311 Frankfurt am Main and from
Morgan Stanley Bank AG, Junghofstraße 13-15, 60311 Frankfurt am Main.
This publication does not constitute an offer of securities for sale or a
solicitation of an offer to purchase securities in the United States,
Germany or any other jurisdiction. The shares (the 'Shares') of Porsche
Automobil Holding SE (the 'Company') may not be offered or sold in the
United States absent registration or an exemption from registration under
the U.S. Securities Act of 1933, as amended. The Company does not intend
to register any portion of the offering in the United States or to conduct
a public offering of Shares in the Company in the United States.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE UNITED STATES,
AUSTRALIA, CANADA OR JAPAN.
27.03.2011 DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
Language: English
Company: Porsche Automobil Holding SE
Porscheplatz 1
70435 Stuttgart
Deutschland
Phone: +49 (0)711 911-11000
Fax: +49 (0)711 911-26375
E-mail: info@porsche.de
Internet: www.porsche-se.com
ISIN: DE000PAH0038
WKN: PAH003
Listed: Regulierter Markt in Berlin, Frankfurt (General Standard),
München, Stuttgart; Freiverkehr in Düsseldorf, Hamburg,
Hannover; Terminbörse EUREX
End of Announcement DGAP News-Service
