DGAP-Ad-hoc: Rheinmetall AG: Rheinmetall successfully places shares from capital increase
Rheinmetall AG / Key word(s): Capital Increase
Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
Rheinmetall successfully places shares from capital increase
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INDIRECTLY, IN OR TO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR
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Rheinmetall Aktiengesellschaft ("Rheinmetall") will receive gross proceeds
of approx. EUR 230 million from its capital increase
Dusseldorf 11 November, 2015 / Rheinmetall Aktiengesellschaft (ISIN
DE0007030009) has increased its share capital by partial utilisation of its
authorized capital from EUR 101,373,440.00 to EUR 111,510,656.00. The
pre-emptive rights of the existing shareholders have been excluded. The
transaction relating to 3,959,850 new ordinary bearer shares (with no par
value)(the "New Shares") has been executed by means of an accelerated
bookbuilding process. The New Shares will be admitted to trading on the
regulated markets of the Berlin, Dusseldorf, 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. The New Shares will carry full
dividend rights from January 1, 2015. Rheinmetall will receive gross
proceeds of approx. EUR 230 million from the capital increase. The delivery
of the New shares and settlement of the transaction is expected to occur on
or about 16 November.
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
Commerzbank is acting as Sole Bookrunner in connection with the Capital
Increase. Lazard acted 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This publication may not be published, distributed or transmitted, directly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. It will not regard any
other person as their 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 to herein.
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 its 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 its 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 nor 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
11.11.2015 The DGAP Distribution Services include Regulatory Announcements,
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Media archive at www.dgap-medientreff.de and www.dgap.de
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