NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE RELEASE.
Disclosure of inside information acc. to Article 17 MAR
FRIEDRICH VORWERK sets final offer price at € 45 per share
Tostedt, 23 March 2021– FRIEDRICH VORWERK Group SE, a leading provider of energy transportation and transformation infrastructure for the gas, electricity and hydrogen markets (“FRIEDRICH VORWERK” or the “Company”), has set the final offer price for its initial public offering (the “Offering”) at €45.00 per share. Trading of the Company's shares on the regulated market (Prime Standard) of the Frankfurt Stock Exchange is expected to commence on 25 March 2021 under the trading symbol “VH2” and the ISIN DE000A255F11.
In total, 9.2 million shares were placed as part of the Offering. Thereof, 2.0 million shares derive from a capital increase registered with the commercial register today and 6.0 million secondary shares were allocated from the selling shareholders. Additionally, 1.2 million secondary shares were allocated from the selling shareholders in connection with an over-allotment (“Greenshoe option”). The total offer volume amounts to €414 million.
Based on the final offer price, the Company’s market capitalisation will amount to €900 million. FRIEDRICH VORWERK will receive gross proceeds of €90 million to expand the Company’s business, especially in the hydrogen and electricity markets. The free float of the Company will amount to 46%, assuming full exercise of the Greenshoe option. FRIEDRICH VORWERK will remain an owner-managed business in which CEO Torben Kleinfeldt and MBB SE will hold a majority stake in the long-term.
FRIEDRICH VORWERK Group SE
Tel +49 4182 - 1047
Fax +49 4182 - 6155
Torben Kleinfeldt (CEO)
Chairman of the Supervisory Board
Dr. Christof Nesemeier
Court of Registration
District Court of Tostedt, registration number: HRB 208170
These materials may not be, directly or indirectly, published, distributed or transmitted in or into the United States, Canada, Australia or Japan or any other jurisdiction in which the distribution or release would be unlawful. These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities (the “Securities”) of Friedrich Vorwerk Group SE (the “Company”) in the United States, Australia, Canada, Japan or any other jurisdiction in which such offer or solicitation is unlawful. The Securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). There will be no public offering of the securities in the United States. The Securities of the Company have not been, and will not be, registered under the Securities Act. The Securities may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan subject to certain exceptions.
This publication constitutes neither an offer to sell nor a solicitation to buy the Securities. The offer will be made solely by the means of, and on the basis of, a securities prospectus which is yet to be published. An investment decision regarding the publicly offered Securities of the Company should only be made on the basis of the securities prospectus. The securities prospectus is available free of charge on the Friedrich Vorwerk Group SE website.
This release may in the United Kingdom only be distributed to, and is only directed at, persons who are “qualified investors” within the meaning of Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, and who are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), or (ii) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as “Relevant Persons”). This release is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity in shares of the Company is available only to Relevant Persons and will be engaged in only with Relevant Persons.
This announcement contains certain "forward-looking statements". Forward-looking statements are sometimes, but not always, identified by their use of a date in the future or such words as "will", "anticipates", "aims", "could", "may", "should", "expects", "believes", "intends", "plans", "prepares" or "targets" (including in their negative form or other variations). By their nature, forward-looking statements are inherently predictive, speculative and involve risk and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. All subsequent written or oral forward-looking statements attributable to the Company or any persons acting on their behalf are expressly qualified in their entirety by the factors referred to above. No assurances can be given that the forwardlooking statements in this document will be realised. Any forward-looking statements are made of the date of this announcement.
This announcement also contains certain financial measures that are not recognized under International Financial Reporting Standards ("IFRS"). These non-lFRS measures are presented because the Company believes that they and similar measures are widely used in the markets in which it operates as a means of evaluating a company's operating performance and financing structure. They may not be comparable to other similarly titled measures of other companies and are not measurements under IFRS or other generally accepted accounting principles.
This announcement does not purport to contain all information required to evaluate the Company and/or its financial position. Financial information (including percentages) has been rounded according to established commercial standards.
To cover potential over-allotments, the selling shareholders have agreed to make available up to 1,200,000 shares of Friedrich Vorwerk Group SE to the underwriters. In addition, the selling shareholders have granted the underwriters an option to acquire a number of shares equal to the number of shares allotted to cover over-allotments during the Stabilisation Period (as defined below). In connection with the placement of shares, Joh. Berenberg, Gossler & Co. KG will act as the stabilisation manager and may, as stabilisation manager, make over-allotments and take stabilisation measures in accordance with legal requirements (Art. 5(4) and (5) of Regulation (EU) No 596/2014 in conjunction with Articles 5 through 8 of Commission Delegated Regulation (EU) 2016/1052). Stabilization measures aim at supporting the market price of the Company‘s shares during the stabilization period, such period starting on the date the Company‘s shares commence trading on the regulated market (Prime Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), expected on or around 25 March 2021, and ending no later than 30 calendar days thereafter (the “Stabilization Period”). The stabilisation manager is, however, under no obligation to take any stabilization measures. Therefore, stabilization measures may not necessarily occur and may cease at any time without advance notice. These measures may result in the market price of the Company’s shares being higher than would otherwise have been the case. Moreover, the market price may temporarily be at an unsustainable level. In addition, stabilisation activities may give false or misleading signals regarding the supply of the securities. In connection with such stabilization measures, investors may, in addition to the primary and secondary shares, be allocated up to 1,200,000 over-allotment shares (such number not to exceed 15% of the final number of primary and secondary shares placed in the Offering). In addition, the current shareholders have granted the underwriters an option to acquire a number of shares in the Company equal to the number of over-allotment shares at the offer price, less agreed commissions (so-called greenshoe option). To the extent over-allotment shares are allocated to investors in the Offering, the stabilisation manager is entitled to exercise this greenshoe option on one or more occasions if such exercise follows a sale of shares by the stabilisation manager which the stabilisation manager had previously acquired as part of stabilization measures.