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News

Volkswagen determines price range and offer structure for IPO of TRATON

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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA.

  • TRATON shares to be offered within price range of EUR 27 to EUR 33 per share
  • Base offer will consist of 50,000,000 existing shares from the holdings of Volkswagen AG
  • Possible over-allotment of up to 7,500,000 existing shares; over-allotment shares not exceeding 15 percent of Base shares, subject to exercise of the Greenshoe option
  • Free float of from 10.00 percent to 11.50 percent
  • Offer period to commence after publication of prospectus and expected to end on June 27,2019
  • First day of trading planned for June 28, 2019
  • Offering subject to approval of prospectus by German Federal Financial Supervisory Authority (BaFin) and publication of such prospectus

Volkswagen AG (“Volkswagen” or “ExistingShareholder”) and TRATON SE (“TRATON”), have set the framework for the envisaged Initial Public Offering (“IPO”) of TRATON in the regulated market segments of the Frankfurt Stock Exchange (Prime Standard) and the Nasdaq Stockholm (Large CapSegment). The price range for the shares has been set at EUR 27.00 to EUR 33.00 per share. The first day of trading for TRATON shares is expected on June 28, 2019. The offer is subject to the approval of the securities prospectus by the German Federal Financial Supervisory Authority (BaFin), which is expected in the coming days. The offer period is expected to begin on June 17, 2019 and to end on June 27, 2019.

Frank Witter, CFO of Volkswagen, said: “I am pleased that we have reached another milestone on TRATON’s route to the IPO. We are now all set for the decisive phase. The IPO is driven by the aim to create value for our stakeholders.”

Andreas Renschler, CEO of TRATON member of the Board of Management of Volkswagen, said: “We are confident as we are heading for the finishing line. A strong team effort has brought us here. We believe TRATON is an attractive investment and feedback from investors and analysts strengthens this belief.”

The price range for the shares has been set at EUR 27.00 to EUR 33.00 per share, corresponding to approximately SEK 288.92 to SEK 353.12, as calculated based on the EUR/SEK exchange rate on June 13, 2019, at 17.00 CEST.

The offer will comprise two components:

(1) The base offer will consist of 50,000,000 existing ordinary bearer shares with no par value from the holdings of TRATON’s sole shareholder Volkswagen (“Base Shares”).

(2) Up to 7,500,000 additional existing bearer shares with no par value from the holdings of Volkswagen may be offered to cover possible over-allotments (“Greenshoe Option”).

The offer period will commence after approval and publication of the prospectus and is expected to expire on June 27, 2019. During this period, interested investors may place orders for TRATON shares. Offers to purchase shares may be submitted until 12pm CEST by private investors and 2pm by institutional investors on the last day of the offer period. Depending on the final number of shares placed and the issue price, the total offer volume ranges between EUR 1.553 billion and EUR 1.898 billion. The price range translates to a total valuation of between EUR 13.5 billion and EUR 16.5 billion. The free float ranges from 10.00 percent to 11.50 percent of TRATON’s outstanding capital. TRATON and Volkswagen have agreed to acustomary lock-up period of 6 months from the first day of trading. All proceeds from the sale of the Base Shares as well as Over-Allotment Shares will flow to the Existing Shareholder.

Based on the order book prepared during the book building process, the final offer price pershare and the final number of shares to be sold are expected to be determined on or around June 27, 2019. Trading of the Company’s shares on the regulated market segment (PrimeStandard) of the Frankfurt Stock Exchange and on the Main market at Nasdaq Stockholm is expected to begin on June 28, 2019.

Citigroup, Deutsche Bank, Goldman Sachs International and J.P. Morgan are acting as Joint Global Coordinators. BofA Merrill Lynch, Barclays, BNP Paribas, SEB and UniCredit Bank AG,together with the Joint Global Coordinators, are acting as Joint Bookrunners. COMMERZBANK,HSBC, Société Générale and Landesbank Baden-Württemberg are acting as Co-Lead Managers.

Disclaimer
This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in the United States, Australia, Canada, Japan, South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

This release is not an offer of securities for sale in the United States of America. Securities may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). Any public offering of securities to be made in the United States of America would be made by means of a prospectus that could be obtained from TRATON SE and that would contain detailed information about the company and management, as well as financial statements. There will be no public offer of the securities in the United States of America.

Subject to certain exceptions under the Securities Act, the securities referred to herein may not be offered or sold in Australia, Canada, Japan or South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or South Africa.

This announcement is an advertisement and not a prospectus. Investors should not purchase or subscribe for any shares referred to in this announcement except on the basis of information in the prospectus to be issued by the company in connection with the offering of such shares. Copies of the prospectus will, following approval of the German Financial Supervisory Authority (BaFin) and publication, be available free of charge from TRATON SE, Dachauer Straße 641, 80995 Munich, Germany or on the company’s website at www.traton.com under the section “Investor Relations.”

This announcement is directed at and/or for distribution in the United Kingdom only to (i) persons 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) high net worth entities falling within article 49(2)(a) to (d) of the Order (all such persons are referred to herein as “relevant persons”). This announcement is directed only at relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.

A PROSPECTUS WILL BE PUBLISHED IN RELATION TO THE INITIAL PUBLIC OFFERING OF SHARES BY THE COMPANY REFERRED TO IN THIS DOCUMENT. A COPY OF THE PROSPECTUS WHEN PUBLISHED WILL BE AVAILABLE FROM TRATON SE.

THIS DOCUMENT IS NOT A PROSPECTUS BUT AN ADVERTISEMENT AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS ADVERTISEMENT EXCEPT ON THE BASIS OF THE INFORMATION CONTAINED IN THE PROSPECTUS.