18.09.2022 /21:45 CET/CEST
Executive Board and Supervisory Board determine price range and offer structure for IPO of Dr. Ing. h.c. F. Porsche AG; Volkswagen AG enters into Share Purchase Agreement with Porsche Automobil Holding SE
Volkswagen AG had announced on 5 September 2022 that the Executive Board, with the approval of the Supervisory Board, had decided to launch an IPO of the preferred shares in Dr. Ing. h.c. F. Porsche AG – it is subject to further capital market developments – at the end of September / beginning of October 2022 ("intention to float") and to implement it by the end of the year, in the context of which a total of up to 25 % of the preferred shares in Dr. Ing. h.c. F. Porsche AG from the portfolio of Volkswagen AG would be placed with investors.
Today, Volkswagen AG’s Executive Board, with the approval of the Supervisory Board, set a placement price range for the preferred shares in Dr. Ing. h.c. F. Porsche AG from EUR 76.50 to EUR 82.50 per preferred share. In total, up to 113,875,000 preferred shares from the holdings of Volkswagen AG are planned to be placed with investors in the course of the IPO. This includes a basic offering of 99,021,740 preferred shares as well as of 14,853,260 further preferred shares to cover over-allotments. The preferred shares in Dr. Ing. h.c. F. Porsche AG are planned to begin trading on 29 September 2022.
Depending on the final number of placed preferred shares and the final setting of the offering price, the gross proceeds (including potential over-allotments) varies from EUR 8.71 bn to EUR 9.39 bn.
Furthermore, on 5 September 2022, Volkswagen AG declared the intention to transfer 25 % plus one share of the ordinary share capital in Dr. Ing. h.c. F. Porsche AG to Porsche Automobil Holding SE at the placement price of the preferred shares plus a premium of 7.5 %. Depending on the final offering price, the gross proceeds from the transfer varies from EUR 9.36 bn to EUR 10.10 bn. Volkswagen AG and Porsche Automobil Holding SE entered into such Share Purchase Agreement today.
In the event of a successful IPO, Volkswagen AG will convene an extraordinary general meeting in December 2022, at which it will propose to its shareholders to distribute in the beginning of 2023 a special dividend of 49 % of the total gross proceeds from the placement of the preferred shares and the sale of the ordinary shares. This amount is divided equally among the 501,295,263 outstanding ordinary and preferred shares of Volkswagen AG.
Publication of material related party transactions pursuant to section 111c of the German Stock Corporation Act
The Share Purchase Agreement underlying the transfer of 25 % plus one share of the ordinary share capital in Dr. Ing. h.c. F. Porsche AG is dated 18 September 2022 and has been entered into between Porsche Holding Stuttgart GmbH as seller and Porsche Automobil Holding SE as purchaser with the involvement of Volkswagen AG as warrantor. Currently, Porsche Automobil Holding SE holds approx. 53.3 % of the ordinary share capital and in aggregate approx. 31.9 % of the share capital of Volkswagen AG, with the latter holding 100 % of the shares in Porsche Holding Stuttgart GmbH. Hence, Porsche Automobil Holding SE is deemed to be a related party (nahestehende Person) of Volkswagen AG and Porsche Holding Stuttgart GmbH within the meaning of section 111a para. 1 sentence 2 of the German Stock Corporation Act. Volkswagen AG’s Supervisory Board consented to the conclusion of the Share Purchase Agreement on 5 September 2022 pursuant to section 111b para. 1 of the German Stock Corporation Act.
Pursuant to the Share Purchase Agreement, Porsche Automobil Holding SE acquires the ordinary share package from Porsche Holding Stuttgart GmbH in two tranches of 17.5 % (plus one ordinary share) and 7.5 % of the ordinary share capital in Dr. Ing. h.c. F. Porsche AG. The purchase price per ordinary share sold which is to be paid by Porsche Automobil Holding SE as consideration is equal to the placement price plus a 7.5 % premium. Such consideration is considered by external experts to be within an adequate range.
The closing of the first tranche is subject to the condition precedent that the preferred shares be fully placed in the course of the IPO within the price range and that the placement shares be delivered in book-entry form against payment of the offer price. The closing of the second tranche of ordinary shares is subject to the condition precedent that the first tranche be closed and that the special dividend of 49 % of the total gross revenue from the placement of the preferred shares (including potential over-allotments) and the sale of the ordinary shares be paid out.
Under the Share Purchase Agreement, Volkswagen AG as warrantor provides several warranties to Porsche Automobil Holding SE, putting Porsche Automobil Holding SE substantially in the same position as the future holders of the preferred shares from the IPO. In addition, Volkswagen AG provides a few other warranties that are customary in the market and most of which are limited to Volkswagen AG’s positive knowledge (positive Kenntnis).
Volkswagen AG’s Executive Board considers the terms and conditions of the Share Purchase Agreement to be in line with third party standards and are therefore to be considered as appropriate. This assessment has also been confirmed by independent external experts.
Head of Group Treasury and Investor Relations