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 - Covestro AG has decided to increase its share capital through partial utilization of its Authorized Capital under the exclusion of shareholders' subscription rights from EUR 183,000,000.00 (divided into 183,000,000 shares) by EUR 10,200,000.00 to EUR 193,200,000.00 (divided into 193,200,000 shares). The 10,200,000 new no-par value ordinary bearer shares were placed with institutional investors by way of an accelerated bookbuilding process and carry dividend rights for the fiscal year 2020.
The shares were placed at a placement price of EUR 43.85 per share resulting in gross proceeds of EUR 447 million before deduction of commissions and expenses.
The net proceeds from the capital increase shall be used to partially re-finance the purchase price for the announced acquisition of the Resins & Functional Materials business (RFM) from Royal DSM.
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 listings of the company's shares. The delivery of the new shares is scheduled for October 19, 2020. Following the private placement, Covestro will be subject to a lock-up of 90 days, i.e. an obligation not to, inter alia, issue further shares or financial instruments convertible into shares and not to conduct a further capital increase, subject to market standard exemptions. The lock-up may also be waived with the prior written consent of the Joint Bookrunners.
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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:||1140737|
|End of Announcement||DGAP News Service|
1140737 13-Oct-2020 CET/CEST