Volkswagen Aktiengesellschaft resolves upon capital increase
Wolfsburg, March 23, 2010 - The Board of Management of Volkswagen
Aktiengesellschaft has resolved today with the consent of the Supervisory Board to
increase the share capital against cash contributions with subscription rights for
ordinary and preferred shareholders of the company. The share capital will be
increased from existing authorized capital through the issue of up to 65 million new,
no par value, non-voting preferred bearer shares against cash contributions. The new
shares will have a notional value of €2.56 each and will be fully entitled to dividend
rights from January 1, 2009. The capital increase resolution, including the offer price,
the subscription ratio and the final offer volume, is subject to a resolution of the Board
of Management, with consent of the Supervisory Board, expected to be adopted on or
about March 26, 2010.
The net proceeds from the offering of the new shares are intended to be used for the
purpose of enhancing Volkswagen's capitalization against the background of the planned
creation and development of the integrated automotive group with Porsche. In addition, the
capital market transaction is intended to strengthen the financial stability and flexibility as well
as to maintain the current credit ratings of Volkswagen.
"The planned capital increase represents an important prerequisite for a continuously healthy
financing structure of the Volkswagen Group and for the successful implementation of the
mid term strategy especially regarding the further development of the integrated automotive
group with Porsche", said CFO Hans Dieter Pötsch.
Public pre-placement to institutional investors to start this Tuesday
A syndicate of banks led by BofA Merrill Lynch, Citi, Deutsche Bank, HSBC Trinkaus and J.P.
Morgan as Global Coordinators and Joint Bookrunners has agreed to subscribe and to
underwrite the new shares as well as to offer them to the shareholders by way of indirect
subscription rights in accordance with the conditions of the subscription offer expected to be
published on March 30, 2010.
All new shares shall be offered for purchase in a public offering to retail investors in Germany
as well as in private placements to qualified institutional investors in Germany and outside
Germany in advance of the subscription period. This pre-placement is expected to start on
March 24, 2010 (to institutional investors already today, March 23, 2010) and will terminate
prior to the start of the subscription period. The subscription period for the new shares is
expected to run from March 31, 2010 to and including April 13, 2010. The offering is
contingent upon the approval of the prospectus by the German Financial Supervisory
The subscription price at which the new shares are offered to the shareholders by way of
indirect subscription rights, the offer price for the pre-placement as well as the final offer
volume will be fixed by a resolution of the Board of Management with the consent of the
Supervisory Board and in coordination with the syndicate of banks based on the results of
the bookbuilding process for the pre-placement such that the two prices equal each other.
The subscription price and the offer price are expected to be published on 26 March 2010.
The major shareholders of the company, Porsche Automobil Holding SE and Porsche
Gesellschaft m.b.H., Hannoversche Beteiligungsgesellschaft mit beschränkter Haftung as
well as Qatar Holding Germany GmbH, agreed to assign and transfer their subscription rights
to the new shares to the Global Coordinators effective at the date of the determination of the
subscription price and conditional upon the subscription price being equal to the offer price.
The admission of the new shares to trading in the regulated market of the stock exchanges
of Frankfurt, Berlin, Düsseldorf, Hamburg, Hanover, Munich and Stuttgart is expected on
March 31, 2010. The admission to trading of the new shares on the stock exchanges in
London and Luxemburg as well as on the SIX Swiss Exchange is expected to occur also on
March 31, 2010 or as soon as possible thereafter.
March 31, 2010 up to and including April 9, 2010 in the regulated market (XETRA and floor
trading) of the Frankfurt Stock Exchange.
The prospectus required for the public offering will be published inter alia on the link
Volkswagen Group Communication
Head of Group Investor Relations/Spokesperson Finance
Telephone: +49 (0) 53 61 / 9 - 4 98 40
Fax: +49 (0) 53 61 / 9 - 3 04 11
Telephone: +49 (0) 53 61 / 9-3 93 56
Fax: +49 (0) 53 61 / 9-5 73 93 56
This publication constitutes neither an offer to sell nor a solicitation to buy or
subscribe to securities. Any such offer is being made solely on the basis of the
Securities Prospectus published and registered with the German Financial
Supervisory Authority (BaFin). The information legally
required to be provided to investors is contained only in the Securities Prospectus.
The information contained herein is not for distribution, directly or indirectly, in or
into the United States of America (including its territories and possessions of any
State of the United States of America or the District of Columbia) and must not be
distributed to U.S. persons (as defined in Regulation S of the U.S. Securities Act of
1933, as amended ("Securities Act")) or publications with a general circulation in the
United States of America. This publication is not an offer of securities for sale in the
United States of America. The securities have not been and will not be registered
under the Securities Act and may not be offered or sold in the United States of
America absent registration or an exemption from registration under the Securities
Act, as amended. The Issuer does not intend to register any portion of the offering in
the United States of America or to conduct a public offering of the Securities in the
United States of America.
The shares that are the subject of the offer are not being offered or sold to any person
in the United Kingdom, other than to qualified investors as defined in Section 86(7) of
the Financial Services and Markets Act 2000, being persons falling within Article
2.1(E)(i), (ii) or (iii) of Directive 2003/71/EC of the European Parliament and of the
Council dated 4 November 2003 (Prospective Directive), which includes legal entities
which are regulated by the Financial Services Authority and entities which are not so
regulated whose corporate purpose is solely to invest in securities and who also fall
within the definition of "Investment Professionals" in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotions) Order 2005 (the "FPO") and
high net worth entities falling within Article 49(2)(a) to (d) of the FPO.
This publication is not an offer of securities for sale in Canada, Japan or
This document does not constitute a prospectus pursuant to art. 652a and/or 1156 of
the Swiss Code of Obligations or art. 27 et seqq. of the listing rules of the SIX Swiss
RM-SYSTÉM, česká burza cenných papírů a.s.
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