DGAP-Ad-hoc: HOCHTIEF Aktiengesellschaft / Key word(s): Capital increase
HOCHTIEF Aktiengesellschaft sets placement price for capital increase against cash contributions excluding subscription rights
09.06.2022 / 00:51 CET/CEST
Disclosure of inside information according to Article 17 of Regulation (EU) No. 596/2014, transmitted by DGAP – a service of EQS Group AG.
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PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, CANADA OR JAPAN OR IN ANY OTHER JURISDICTION WHERE SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. OTHER RESTRICTIONS APPLY.
HOCHTIEF Aktiengesellschaft sets placement price for capital increase against cash contributions excluding subscription rights
Essen, June 9, 2022 On June 8, 2022, the Executive Board of HOCHTIEF Aktiengesellschaft resolved, with the approval of the Supervisory Board, to increase the company’s share capital by EUR 18,085,358.08 from the current EUR 180,855,569.92 against a cash contribution using Authorized Capital II to EUR 198,940,928.00 by issuing 7,064,593 new shares against cash contributions. After carrying out an accelerated bookbuilding, the Management Board of the company set the placement price at EUR 57.50. The placement price is therefore not significantly lower than the market price of the shares in HOCHTIEF Aktiengesellschaft. ACS, Actividades de Construcción y Servicios, SA, Madrid (Spain), was allocated 85% of the total number of new shares.
Contact:
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Information and explanations of the issuer to this communication:
This publication may not be published, distributed or transmitted in any way, directly or indirectly, in the United States of America (including its territories and possessions), Canada, Japan or Australia or any other jurisdiction in which such publication may be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons in possession of this document or any information mentioned herein should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdiction.
This publication constitutes neither an offer to sell nor a solicitation of an offer to buy any securities of HOCHTIEF Aktiengesellschaft (‘HOCHTIEF’) or any of its subsidiaries in the United States of America, Germany or any other jurisdiction. Neither this announcement nor the any information contained herein forms the basis of, and should not be relied upon in connection with, any offer or commitment in any jurisdiction. The securities referred to herein may not be offered or sold in the United States of America pending registration or an exemption from registration under the US Securities Act of 1933, as amended (the ‘Securities Act’). HOCHTIEF securities have not been and will not be registered under the Securities Act.
In the United Kingdom, this announcement is only addressed to persons who are qualified investors within the meaning of the UK Prospectus Regulation (Regulation (EU) 2017/1129, which is part of national law by virtue of the European Union (Withdrawal) Act 2018); and who are (i) investment professionals falling under Section 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the Order), (ii) persons 49(2)(a)-(d) of the Order (high net worth companies, unincorporated associations, etc.) or (iii) to which it may otherwise lawfully be transmitted (all such persons are collectively referred to as Relevant Persons). Persons who are not Relevant Persons should not act or refer to this document. Any investment or investment activity to which this document relates is available only to, and will only be engaged in with, Relevant Persons.
In the member states of the European Economic Area, the placement of the securities described in this announcement (the placement) is aimed exclusively at persons who are qualified investors within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 (Prospectus Regulation ) are.
HOCHTIEF may qualify as a passive foreign investment company (PFIC) for US federal income tax purposes. Investors subject to US federal income tax should consult their own tax advisors in connection with their investment in HOCHTIEF stock.
No action has been taken that would permit an offering of the securities, a purchase of the securities or the possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about, and to comply with, any such restrictions.
This announcement does not constitute a recommendation with respect to the Placement. Investors should consult professional advisers as to the suitability of the Placement for the individual concerned.
In connection with the Placement, Deutsche Bank Aktiengesellschaft and JP Morgan SE (the Joint Bookrunners) will act exclusively for HOCHTIEF. They will not consider any person other than their respective client in connection with the Placement and will not be responsible for or provide protection to anyone other than HOCHTIEF. Nor will you advise any person other than HOCHTIEF with respect to the placement, the contents of this announcement or any other matter mentioned herein.
In connection with the Placement, the Joint Bookrunners and their affiliates, acting as investors for their own account, may subscribe for or purchase securities of HOCHTIEF and otherwise trade for their own account. Accordingly, references to the issue, offer or sale of the Shares should be read to include any issue, offer or sale to the Joint Bookrunners and their affiliates acting as investors for their own account. In addition, each Joint Bookrunner or its respective affiliates may enter into financing agreements and swaps with investors in connection with which the Joint Bookrunner (or its affiliates) may from time to time acquire, hold or dispose of shares in HOCHTIEF. The Joint Bookrunners do not intend to disclose the scope of any such investment or transaction other than in accordance with any legal or regulatory obligation.
None of the Joint Bookrunners or their respective directors, officers, employees, consultants or agents assumes any responsibility or liability or makes any representation or warranty, express or implied, as to the correctness, accuracy or completeness of the information in this announcement (or as to whether any information in omitted from this announcement) or, with limited exceptions, any other information about HOCHTIEF, its subsidiaries or affiliates, whether in writing, orally, or in visual or electronic form, and regardless of the means by which it is transmitted or made available, or for any loss arising out of the use of this notice or any of its contents, or otherwise in connection therewith.
Information to distributors
In accordance with EU product surveillance requirements, the securities referred to herein are subject to a product approval process in which each distributor has determined that these securities are: (i) compatible with an end target market of retail clients and investors who meet the criteria of professional clients and eligible counterparties (eligible counterparties), in each case within the meaning of MiFID II; and (ii) be eligible for distribution through any distribution channel permitted by MiFID II. Any distributor subsequently offering the securities referred to herein is responsible for conducting its own target market assessment in relation to such securities and determining appropriate distribution channels.
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