DGAP-Ad-hoc: Rheinmetall AG: Rheinmetall resolves on capital increase against cash contributions
Rheinmetall AG / Key word(s): Capital Increase
Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
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The issuer is solely responsible for the content of this announcement.
Rheinmetall resolves on capital increase against cash contributions
10 November, 2015
NOT FOR DISTRIBUTION, PUBLICATION OR FORWARDING, EITHER DIRECTLY OR
INDIRECTLY, IN OR TO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR
JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION WOULD BE UNLAWFUL
Rheinmetall Aktiengesellschaft ("Rheinmetall") resolved to increase its
share capital by up to approx. 10 per cent.
Today, the management board of Rheinmetall Aktiengesellschaft, Düsseldorf,
(ISIN DE0007030009), with approval of the supervisory board, resolved to
partially utilise the company's authorized capital to increase the share
capital of Rheinmetall by up to approx. 10 per cent against contributions
in cash with the exclusion of preemptive rights of the existing
shareholders. The company's share capital will be increased from EUR
101.373.440,00 to up to EUR 111.510.656,00 by issuing up to 3.959.850 new
ordinary bearer shares (with no par value) (the "New Shares"). The New
Shares will carry full dividend rights as of 1 January 2015.
The New Shares will be offered exclusively to institutional investors by
means of a private placement using an accelerated bookbuilding process,
which will be launched immediately following this announcement. The final
issue size and the placement price and the proceeds from the issue will be
made public by way of a second ad-hoc announcement once the final issue
size and the placement price have been fixed. Rheinmetall reserves the
right to close the books at any time.
The net proceeds from the capital increase will be used to finance
Rheinmetall's growth strategy in the defense and automotive sectors, to
strengthen the financial position of the company and for general corporate
As part of the transaction, Rheinmetall has agreed to a 180 day lock-up
period with respect to any transaction related to its shares, subject to
The New Shares will be admitted to trading on the regulated markets of the
Berlin, Düsseldorf, Frankfurt, Hamburg, Munich and Stuttgart stock
exchanges with simultaneous admission to the sub-segment of the regulated
market with additional post-admission obligations (Prime Standard) of the
Frankfurt Stock Exchange without publication of a prospectus. Settlement is
expected to occur on or about 16 November, 2015. Commerzbank is acting as
Bookrunner in connection with the accelerated bookbuilding. Lazard is
acting as financial advisor to the company.
The Management Board
+49 (0) 211 4734777
This publication may not be published, distributed or transmitted, directly
or indirectly, in the United States of America (including its territories
and possessions), Canada, Japan or Australia or any other jurisdiction
where such an announcement could be unlawful. The distribution of this
announcement may be restricted by law in certain jurisdictions and persons
who are in possession of this document or other information referred to
herein should inform themselves about and observe any such restrictions.
Any failure to comply with these restrictions may constitute a violation of
the securities laws of any such jurisdiction.
This publication does not constitute an offer of securities for sale or a
solicitation of an offer to purchase securities of Rheinmetall
Aktiengesellschaft or of any of its subsidiaries in the United States of
America, Germany or any other jurisdiction. Neither this announcement nor
anything contained herein shall form the basis of, or be relied upon in
connection with, any offer or commitment whatsoever in any jurisdiction.
The securities referred to herein may not be offered or sold in the United
States of America in the absence of registration or an exemption from
registration under the U.S. Securities Act of 1933, as amended (the
"Securities Act"). The securities of Rheinmetall Aktiengesellschaft have
not been, and will not be, registered under the Securities Act.
In the United Kingdom, this document is only directed 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) are persons falling within Article 49(2)(a)
to (d) of the Order (high net worth companies, unincorporated associations,
etc.)(all such persons together being referred to as "Relevant Persons").
This document must not be acted on or relied on by persons who are not
Relevant Persons. Any investment or investment activity to which this
document relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons.
In member states of the European Economic Area ("EEA") which have
implemented the Prospectus Directive (each, a "Relevant Member State"),
this announcement and any offer, if made subsequently, is directed
exclusively at persons who are "qualified investors" within the meaning of
the Prospectus Directive ("Qualified Investors"). For these purposes, the
expression "Prospectus Directive" means Directive 2003/71/EC (and
amendments thereto, including the 2010 PD Amending Directive, to the extent
implemented in a Relevant Member State), and includes any relevant
implementing measure in the Relevant Member State and the expression "2010
PD Amending Directive" means Directive 2010/73/EU.
No action has been taken that would permit an offering of the securities, a
purchase of the securities or possession or distribution of this
announcement in any jurisdiction where action for that purpose is required.
Persons into whose possession this announcement comes are required to
inform themselves about and to observe any such restrictions.
This information contains forward-looking statements that are based upon
current views and assumptions of the Rheinmetall Aktiengesellschaft
management, which were made to its best knowledge. 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 Rheinmetall Aktiengesellschaft 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 these documents
are advised not to rely on these forward-looking statements. Rheinmetall
Aktiengesellschaft does not assume any liability or guarantee for such
forward-looking statements and will not adjust them to any future results
This announcement does not constitute a recommendation concerning the
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 Commerzbank (the "Bookrunner") is acting
exclusively for Rheinmetall Aktiengesellschaft. The bookrunner will not
regard any other person as its respective client in relation to the
Placement and will neither be responsible nor provide protection to anyone
other than Rheinmetall Aktiengesellschaft and, nor will it provide advice
to anyone other than Rheinmetall Aktiengesellschaft in relation to the
Placement, the contents of this announcement or any other matter referred
In connection with the Placement, the Bookrunner and any of its affiliates,
acting as investors for their own accounts, may subscribe for or purchase
securities of Rheinmetall Aktiengesellschaft and may otherwise deal for
their own accounts. Accordingly, references to the securities being issued
or sold should be read as including any issue, offer or sale to the
Bookrunner and any of its affiliates acting as investors for their own
accounts. In addition the Bookrunner or its respective affiliates may enter
into financing arrangements and swaps with investors in connection with
which such Bookrunner (or their affiliates) may from time to time acquire,
hold or dispose of Rheinmetall Aktiengesellschaft shares. The Bookrunner
does 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.
The bookrunner or any of its respective 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, with
limited exception, any other information relating to Rheinmetall
Aktiengesellschaft, its 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
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Company: Rheinmetall AG
Rheinmetall Platz 1
Phone: +49 (0)211 473-4718
Fax: +49 (0)211 473-4157
Listed: Regulated Market in Berlin, Dusseldorf, Frankfurt (Prime
Standard), Hamburg, Munich, Stuttgart; Regulated Unofficial
Market in Hanover
End of Announcement DGAP News-Service