Franz Haniel & Cie. GmbH
Haniel plans adjustment of shareholding in METRO AG
Franz Haniel & Cie. GmbH / Key word(s): Transaction in Own Shares/Strategic Company Decision NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA, ITALY, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN OR OTHER ANY JURISDICTION IN WHICH OFFERS OR SALES OF THE SECURITIES WOULD BE PROHIBITED BY APPLICABLE LAW This announcement is an advertisement and not a prospectus and not an offer of securities for sale in any jurisdiction, including in or into the United States of America, Italy, Australia, Canada, South Africa or Japan or any other jurisdiction in which offers or sales of the securities would be prohibited by applicable law. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction.
Haniel plans adjustment of shareholding in METRO AG
Duisburg, 6 May 2015. The Supervisory Board of Franz Haniel & Cie. GmbH (“Haniel”) has authorised the Managing Board to reduce the holding in Metro and to place around 16.5 million shares among institutional investors through an accelerated bookbuilding procedure. Subject to favourable capital market conditions, the stake in Metro would thus decrease from the current 30.01 per cent to around 25 per cent. At the same time Haniel plans to issue a benchmark size unsubordinated and unsecured bond (“Bond”) due 2020, exchangeable into Metro ordinary shares. Should the Bond be fully exchanged, Haniel’s stake in Metro would be further reduced to approximately 21 per cent. The Bond with a five year maturity will be issued by Haniel Finance Deutschland GmbH, wholly owned by Haniel, and will not bear any interest. Unless previously exchanged, redeemed or purchased and cancelled, the Bond will be redeemed at par at maturity, subject to the issuer’s option to deliver Metro shares and an additional cash amount. The Bond will be marketed with an issue price ranging from 100.75 per cent to 102.75 per cent, corresponding to a gross yield to maturity comprised between -0.15 per cent and -0.54 per cent. The initial exchange price of the Bond will be set at a premium between 32 per cent and 37 per cent over the reference share price, which will be equal to the placement price of the concurrent share offering. The issue price and the exchange premium will be determined upon completion of the bookbuilding procedures. Haniel commits to a lock-up period of six months. Settlements for the share placement is expected to take place on May 11, 2015 and for the Bond offering is expected to take place on May 12, 2015. An application will be made for the Bond to be admitted to trading on the Open Market segment (Freiverkehr) of the Frankfurt Stock Exchange within two weeks after the settlement of the Bond. With these transactions Haniel takes a further step to balancing its portfolio while at the same time extends the free float of the Metro share and thus making it more attractive for investors. Post the share placement, Haniel as the largest shareholder will continue to accompany the positive transformation process of Metro and participate in the company’s success. About Haniel Contact: Finance market This announcement does not contain or constitute or form part of, and should not be construed as, an offer or invitation to sell, or the solicitation of an offer to buy or subscribe for, any securities to any person in the United States, Italy, Australia, Canada, South Africa or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended or the laws of any state within the United States or under the applicable securities laws of Italy, Australia, Canada, South Africa or Japan, and may not be offered or sold in the United States, unless registered under the Securities Act or offered and sold in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Italy, Australia, Canada, South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of Italy, Australia, Canada, South Africa or Japan. There will be no public offer of the securities referred to herein in the United States, Italy, Australia, Canada, South Africa or Japan. The offer referred to herein when made in member states of the European Economic Area (“EEA”) which have implemented the Prospectus Directive (each, a “relevant member state”), is only addressed to and directed at persons who are “qualified investors” as defined in the Prospectus Directive (“Qualified Investors”). For these purposes, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a relevant member state), and includes any relevant implementing measure in the relevant member state and the expression “2010 PD Amending Directive” means Directive 2010/73/EU. In the United Kingdom, this announcement is directed only at, Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) who fall within Article 49(2)(a) to (d) of the Order, and (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons, and (ii) in any member state of the European Economic Area other than the United Kingdom, by persons who are not Qualified Investors. This announcement may include statements that are, or may be deemed to be, “forward-looking statements”. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “plans”, “projects”, “anticipates”, “expects”, “intends”, “may”, “will” or “should” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Issuer’s and the Guarantor’s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Haniel group’s business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward-looking statements speak only as of the date they are made. Each of the Issuer, the Guarantor, Société Générale and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change. The date of admission of the exchangeable bonds to trading may be influenced by things such as market conditions. There is no guarantee that admission will occur and you should not base your financial decisions on the Issuer’s or the Guarantor’s intentions in relation to admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the exchangeable bond offering. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the exchangeable bonds offering for the person concerned. Société Générale is acting exclusively for the Issuer and the Guarantor and no-one else in connection with the offering of the securities referred to herein. Société Générale will not regard any other person as their respective clients in relation to such offering and will not be responsible to anyone other than the Issuer and the Guarantor for providing the protections afforded to their respective clients, or for providing advice in relation to such securities, the contents of this announcement or any transaction, arrangement or other matter referred to herein. In connection with the offering of the securities referred to herein, Société Générale and any of its affiliates, acting as investors for their own accounts, may subscribe for or purchase Metro shares or exchangeable bonds of the Issuer and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such securities and any other securities of the Issuer or any related investments and may offer or sell such securities or other investments otherwise than in connection with the offering of the securities referred to herein. Société Générale does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so. Neither Société Générale nor any of its directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Issuer, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. 2015-05-06 Dissemination of a Corporate News, transmitted by DGAP – a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de |
Language: | English | |
Company: | Franz Haniel & Cie. GmbH | |
Franz-Haniel-Platz 1 | ||
47119 Duisburg | ||
Germany | ||
Phone: | +49 (0)203 806 578 | |
Fax: | +49 (0)203 806 80 578 | |
E-mail: | dbochert@haniel.de | |
Internet: | www.haniel.de | |
ISIN: | XS0482703286, XS0459131636 | |
WKN: | 601960, A1A6NE | |
Listed: | Regulated Market in Hanover; Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Stuttgart; Open Market in Frankfurt | |
End of News | DGAP News-Service |
353713 2015-05-06 |