Newsheadline Ad hoc
Wolfsburg, 2010-03-23

Volkswagen Aktiengesellschaft resolves upon capital increase

The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States of America, Canada, Japan or Australia.

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 carry full 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 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.

A syndicate of banks has agreed to subscribe and 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 private investors in Germany as well as in private placements to qualified institutional investors in Germany and outside Germany in advance of the subscription period (“Preplacement”). The Pre-placement is expected to start on March 24, 2010 (to institutional investors already today, March 23, 2010) and will terminate before the beginning 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 Authority ”BaFin”.

The subscription price at which the new shares are offered to the shareholders by way of indirect subscription rights and the offer price for the Pre-placement as well as the final offer volume will be fixed by 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 (“Assigning Shareholders”), agreed to assign and transfer their subscription rights to the new shares to the syndicate banks effective at the date of the determination of the subscription price and conditional upon the subscription price being equal to the offer price for the Preplacement.

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.

The subscription rights for the new shares are expected to be traded in the period from March 31, 2010 up to and including April 9, 2010 in the regulated market (XETRA and floor trading) of the Frankfurt Stock Exchange. The settlement of those new shares which are attributable to subscription rights assigned by the major shareholders is expected to occur at the beginning of the subscription period.

The final settlement of the remaining new shares shall occur after termination of the subscription period. The prospectus required for the public offering will be published inter alia on the link www.volkswagenag.com/ir.

Volkswagen Aktiengesellschaft - Board of Management

 

This publication constitutes neither an offer to sell nor a solicitation to buy or subscribe to securities.

The information contained herein is not for distribution, directly or indirectly, in or into the United States of America (including its territories and possessions or 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 under 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.

This publication is not an offer of securities for sale in Canada, Japan or Australia.

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 Exchange.

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