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29. 09. 2022

Volkswagen sets placement price for Porsche preferred shares at top of the price range

Volkswagen sets placement price for Porsche preferred shares at top of the price range
  • Placement price per Porsche AG preferred shares at EUR 82.50 at the top of the price range

  • 113,875,000 preferred shares to be placed including over-allotments

  • Gross proceeds to Volkswagen from the sale of the Porsche AG preferred and ordinary shares correspond to approximately EUR 19.5 billion

  • First trading day on the Regulated Market (Prime Standard) of the Frankfurt Stock Exchange is scheduled for September 29, 2022

  • Volkswagen AG (“Volkswagen”) has set the placement price for the preferred shares of Dr. Ing. h.c. F. Porsche AG ("Porsche AG") at EUR 82.50 per preferred share. The price is at the top of the price range, following strong demand from institutional investors globally and retail investors across six European countries, leading to an order book that was multiple times oversubscribed throughout the price range. In total, 113,875,000 existing preferred shares will be placed with investors - including 14,853,260 preferred shares to cover over-allotments - amounting to total gross proceeds to Volkswagen of approximately EUR 9.4 billion based on the placement price, assuming full exercise of the greenshoe option

Dr. Arno Antlitz, CFO and COO of Volkswagen, said: “We are very pleased that we could launch a successful IPO. The high level of demand demonstrates investors’ confidence in Porsche’s future.

Porsche is very well positioned to continue the execution of its successful strategy and to benefit from more agility and entrepreneurial autonomy. At the same time, the proceeds from the IPO will give Volkswagen significantly more financial flexibility as part of its transformation toward electromobility and digitization.”

Following the pricing of the IPO, Porsche Automobil Holding SE will acquire 25% plus one ordinary shares of Porsche AG’s ordinary share capital for a purchase price of EUR 88.69 per ordinary share corresponding to a premium of 7.5% to the IPO placement price for the preferred shares.

Volkswagen will remain a committed majority shareholder of Porsche AG. Assuming full exercise of the greenshoe option, Volkswagen will receive gross proceeds of approximately EUR 9.4 billion from the sale of the Porsche AG preferred shares in the public offer and approximately EUR 10.1 billion from the sale of 25% plus one ordinary share in the ordinary share capital of Porsche AG to Porsche Automobil Holding SE.

Porsche AG preferred shares are scheduled to start trading on the Regulated Market (Prime Standard) of the Frankfurt Stock Exchange under the ticker symbol “P911” on Thursday, September 29, 2022. The International Securities Identification Number (ISIN) is “DE000PAG9113”, and the German Securities Code (WKN) is “PAG911”.

BofA Securities, Citigroup, Goldman Sachs and J.P. Morgan are acting as Joint Global Coordinators and Joint Bookrunners in connection with the IPO. BNP Paribas, Deutsche Bank and Morgan Stanley are acting as Senior Joint Bookrunners.Barclays, Santander, Société Générale and UniCredit are acting as Joint Bookrunners. Commerzbank, Crédit Agricole, LBBW and Mizuho are co-lead managers.

Deutsche Bank is also acting as the Retail Coordinator in relation to the public offerings in Germany, Austria, France, Italy, Spain and Switzerland as part of the IPO.

Goldman Sachs is acting as financial advisor to Volkswagen in connection with the sale of 25% plus one ordinary share of the ordinary share capital of Porsche to Porsche Automobil Holding SE.

 

IMPORTANT NOTICE

 This announcement is an advertisement for the purposes of the prospectus regulation EU 2017/1129 («Prospectus Regulation»). It does not constitute an offer to purchase any shares in Porsche AG and does not replace the securities prospectus which is available free of charge, together with the relevant translation(s) of the summary, at www.porsche.com/ipo. In addition, copies of such securities prospectus is available free of charge in Switzerland from UBS AG, Investment Bank, Swiss Prospectus Switzerland,

P.O. Box, 8098 Zürich, swiss-prospectus@ubs.com. The approval of the securities prospectus by the German Federal Financial Supervisory Authority («BaFin») should not be understood as an endorsement of the investment in any shares in Porsche. It is recommended that investors read the securities prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the shares. Investment in shares entails numerous risks, including a total loss of the initial investment, which is described in chapter 1 «Risk Factors» of the securities prospectus. This document constitutes advertising in accordance with article 68 of the Swiss Financial Services Act. Such advertisements are communications to investors aiming to draw their attention to financial instruments.

The information contained herein does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction.

This announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada or Japan. This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada or Japan. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the «Securities Act»).

The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of securities in the United States.

In any EEA Member State other than Germany, Austria, France, Italy and Spain, this communication is only addressed to and is only directed at «qualified investors» in that Member State within the meaning of Article 2(e) of the Prospectus Regulation.

This document is not a prospectus within the meaning of the Swiss Financial Services Act. In Switzerland, an investment decision regarding the publicly offered securities of Porsche AG should only be made on the basis of the securities prospectus as filed with the SIX Exchange Regulation Ltd. pursuant to article 54(2) of the Swiss Financial Services Act immediately after approval by BaFin. This communication constitutes advertising within the meaning of article 68 of the Swiss Financial Services Act. Copies of the prospectus may be obtained free of charge in electronic form at www.porsche.com/ipo or in printed form, upon request from UBS AG, Bahnhofstrasse 45, 8001 Zurich, Switzerland.

In the United Kingdom, this publication is being distributed only to and is directed only at persons who are «qualified investors» within the meaning of Article 2 of the Prospectus Regulation as it forms part of retained EU law in the United Kingdom as defined in the European Union (Withdrawal) Act 2018 (as amended) and who (i) have professional experience in matters relating to investments falling within the definition of «investment professionals» in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the «Order»), or (ii) are persons who are high net worth bodies corporate, unincorporated associations and partnerships and the trustees of high value trusts, as described in Article 49(2)(a) to (d) of the Order or (iii) are persons to whom this communication may otherwise be lawfully communicated (all such persons together being referred to as «Relevant Persons»). The securities are available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be available only to or will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.

This announcement contains forward-looking statements that reflect Volkswagen AG’s current views about future events. The words «will,» «target,» «aim,» «ambition», «anticipate,» «assume,» «believe,» «estimate,» «expect,» «intend,» «may,» «can,» «could,» «plan,» «project,» «should» and similar expressions are used to identify forward-looking statements. These statements are subject to many risks, uncertainties and assumptions. If any of these risks and uncertainties materializes or if the assumptions underlying any of Volkswagen AG’s forward-looking statements prove to be incorrect, the actual results may be materially different from those Volkswagen AG expresses or implies by such statements. Forward-looking statements in this announcement are based solely on the circumstances at the date of publication.

Subject to compliance with applicable law and regulations, neither Porsche AG nor any other member of the Porsche Group, nor Volkswagen AG nor any other member of the Volkswagen Group, nor BofA Securities Europe SA, Citigroup Global Markets Europe AG, Goldman Sachs Bank Europe SE, J.P. Morgan SE, BNP Paribas, Deutsche Bank Aktiengesellschaft, Morgan Stanley Europe SE, Banco Santander, S.A., Barclays Bank Ireland Plc, Société Générale, UniCredit Bank AG (together, the “Underwriters”), COMMERZBANK Aktiengesellschaft, Crédit Agricole Corporate and Investment Bank, Landesbank Baden- Württemberg and Mizuho Securities Europe GmbH (together with the Underwriters, the «Banks») nor their respective affiliates intend to update, review, revise or conform any forward-looking statement contained in this announcement to actual events or developments whether as a result of new information, future developments or otherwise, and do not undertake any obligation to do so.

The Banks are acting exclusively for Porsche AG, the selling shareholder and Volkswagen AG and no one else in connection with the planned IPO. They will not regard any other person as their respective clients in relation to the planned IPO and will not be responsible to anyone other than Porsche AG and the selling shareholder and Volkswagen AG for providing the protections afforded to its clients, nor for providing advice in relation to the offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the planned IPO, the Banks and their respective affiliates may take up a portion of the shares offered in the planned IPO as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of Porsche AG or related investments in connection with the planned IPO or otherwise. In addition, the Banks and their respective affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which the Banks and their respective affiliates may from time to time acquire, hold or dispose of shares of Porsche AG. The Banks do not intend to disclose the extent of any such investment or transactions, other than in accordance with any legal or regulatory obligations to do so.

None of the Banks nor any of their respective affiliates nor any of the Banks’ or such affiliates’ 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 release (or whether any information has been omitted from the release) or any other information relating to Porsche AG, 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 release or its contents or otherwise arising in connection therewith.

To cover potential over-allotments, the Selling Shareholder has agreed to make available a specified number of preferred shares of Porsche AG (the “Preferred Shares”) to the Underwriters. In addition, the Selling Shareholder has granted the Banks an option to acquire a number of Preferred Shares equal to the number of Preferred Shares allotted to cover over-allotments during the Stabilisation Period (as defined below). In connection with the placement of Preferred Shares, BofA Securities Europe SA will act as the stabilisation manager and may, as stabilisation manager, make over-allotments and take stabilisation measures in accordance with legal requirements (Art. 5(4) and (5) of Regulation (EU) No 596/2014 in conjunction with Articles 5 through 8 of Commission Delegated Regulation (EU) 2016/1052) to support the market price of the Preferred Shares and thereby counteract any selling pressure. The stabilisation manager is under no obligation to take any stabilisation measures. Therefore, stabilisation may not necessarily occur and may cease at any time. Such measures may be taken on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) from the date when trading in the Shares is commenced on the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), expected on or around 29 September 2022, and must be terminated no later than 30 calendar days after this date (the “Stabilisation Period”). Stabilisation transactions aim at supporting the market price of Preferred Shares during the Stabilisation Period. These measures may result in the market price of Preferred Shares being higher than would otherwise have been the case. Moreover, the market price may temporarily be at an unsustainable level.

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended («MiFID II»); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the «MiFID II Product Governance Requirements»), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any «manufacturer» (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Preferred Shares have been subject to a product approval process, which has determined that such Preferred 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 (the «Target Market Assessment»). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Preferred Shares may decline and investors could lose all or part of their investment; the Preferred Shares offer no guaranteed income and no capital protection; and an investment in the Preferred Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the offering. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Preferred Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Preferred Shares and determining appropriate distribution channels.

 

 

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