DGAP-Ad-hoc: Covestro AG / Key word(s): Capital Increase
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN OR OTHER COUNTRIES WHERE SUCH A PUBLICATION COULD BE UNLAWFUL
October 13, 2020 - Today, the Board of Management of Covestro AG, with the approval of the Supervisory Board, resolved on a capital increase against cash contributions through partial utilization of the Authorized Capital. The share capital of Covestro will be increased by approximately 6 % by issuing new no-par value ordinary bearer shares against cash contributions under the exclusion of shareholders' subscription rights. The company targets gross proceeds of approximately EUR 450 million. The new shares will carry dividend rights for the fiscal year 2020.
The new shares will be offered for purchase exclusively to institutional investors in a private placement by way of an accelerated bookbuilding process. The private placement will be initiated immediately after this notification. With the approval of the Supervisory Board, the Board of Management will determine and thereafter announce the placement price and the final gross proceeds following the conclusion of the accelerated bookbuilding process. Following the private placement, Covestro will be subject to a lock-up of 90 days. During this time the company is obligated, among others not to issue further shares or financial instruments convertible into shares or to conduct a further capital increase. The lock-up is subject to market standard exemptions.
Admission of the new shares for trading in the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange is expected to take place without a prospectus on October 15, 2020. Trading is expected to commence on October 16, 2020. It is intended to include the new shares in the existing listing of the company's shares. The delivery of the new shares is scheduled for October 19, 2020.
The expected net proceeds from the capital increase shall be used to partially re-finance the purchase price for the planned acquisition of the Resins & Functional Materials business (RFM) from Royal DSM.
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This announcement is not directed to, or intended for distribution to or use by, any natural person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation of such jurisdiction or which would require any registration or licensing within such jurisdiction. Any failure to comply with these restrictions may constitute a violation of the laws of other jurisdictions.
The securities of Covestro AG (the "Company") have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act.
In member states of the European Economic Area ("EEA"), the placement of shares described in this announcement is only directed at persons who are 'qualified investors' within the meaning of Article 2(e) of the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (as amended, the "Prospectus Regulation") ("Qualified Investors"). In the United Kingdom, the placement of shares described in this announcement is only directed at Qualified Investors who are persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order"), (ii) falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order, or (iii) to whom it may otherwise be lawfully communicated; any other persons in the United Kingdom should not take any action on the basis of this announcement and should not act on or rely on it.
To the extent this document contains statements related to our future business and financial performance and future events or developments involving the Company and which may constitute forward-looking statements, these statements may be identified by words such as "expect", "forecast", "anticipate", "intend", "plan", "believe", "seek", "estimate", "will", "target" or words of similar meaning. We may also make forward-looking statements in other reports, in presentations, in material delivered to shareholders and in press releases. In addition, our representatives may from time to time make oral forward-looking statements. Such statements are based on the current expectations and certain assumptions of the Company's management, of which many are beyond the control of the Company. As they relate to future events or developments, these statements are subject to various risks, uncertainties and factors, including, but not limited to those described in the respective disclosures. Should one or more of these risks, uncertainties or factors materialize, or should underlying expectations not occur or assumptions prove incorrect, actual results, performance or achievements of the Company may (negatively or positively) vary materially from those described explicitly or implicitly in the forward-looking statement. All forward-looking statements only speak as of the date when they were made and the Company neither intends, nor assumes any obligation, unless required by law, to update or revise these forward-looking statements in light of developments which differ from those anticipated.
Information to Distributors
Pursuant to EU product governance requirements, the shares have been subject to a product approval process, under which each distributor has determined that such 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. Any distributor subsequently offering the shares is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels.
13-Oct-2020 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
|Phone:||+49 (0) 214 60095098|
|Fax:||+49 (0) 214 60097002|
|Listed:||Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange|
|EQS News ID:||1140698|
|End of Announcement||DGAP News Service|
1140698 13-Oct-2020 CET/CEST