VTG AG resolves capital increase with subscription rights – Targeted gross proceeds: EUR 290 million

- Issue of 5,477,372 new shares

- Subscription ratio of 21:4

- Subscription price of EUR 52.90 per share

- Subscription period from April 25 until 12:00 (noon) on May 9, 2019

- Unsubscribed shares will be purchased by Warwick Holding GmbH at the subscription price


Yesterday, with the consent of the Supervisory Board’s Capital Increase Committee, the Executive Board of VTG Aktiengesellschaft (WKN: VTG999) resolved a capital increase against cash contributions with subscription rights arising from authorized capital. Therefore, VTG AG will issue 5,477,372 new no-par-value ordinary bearer shares with dividend entitlement as of January 1, 2018. The new shares will be publicly offered to VTG shareholders in the Federal Republic of Germany and in the Grand Duchy of Luxembourg at a subscription price of EUR 52.90 per new share, by way of an indirect subscription offer. In the period from April 25 until 12:00 noon (CEST) on May 9, shareholders can acquire 4 new shares for every 21 VTG shares they hold. The new shares should be  delivered on or around May 14, 2019.

The majority shareholder Warwick Holding GmbH (an indirect subsidiary of funds advised by Morgan Stanley Infrastructure, Inc.) has undertaken to exercise all subscription rights to which it is entitled pursuant to its existing shareholdings. Additionally, Warwick Holding GmbH will acquire all new shares that are left unsubscribed after the subscription offer has expired at the subscription price.

Of the estimated net proceeds from the capital increase totaling approximately EUR 283 million, approximately EUR 30 million will be used to partially redeem the outstanding private hybrid bond which was issued in 2018 to finance the Nacco acquisition. The remaining net proceeds will increase VTG Group's financial flexibility and are intended to be used to redeem publicly-traded VTG hybrid bonds with a nominal amount of € 250.0 million plus accrued interest at the beginning of August 2019.