Siemens Energy AG (“Siemens Energy”) has successfully placed 72,664,519 new shares with institutional investors through an accelerated book build offering under the exclusion of shareholders’ subscription rights. The shares were placed at a placement price of €17.32 per share resulting in gross proceeds of €1.259 billion before deduction of commissions and expenses. Thus, Siemens Energy’s share capital will increase by 10 percent to €799,309,712. The new shares will be issued from authorized capital under the exclusion of shareholders’ subscription rights and will carry full dividend rights as from October 1, 2022. The net proceeds from the capital increase shall be used to partially refinance the voluntary cash tender offer for all outstanding shares in Siemens Gamesa Renewable Energy, S.A. (SGRE). The successful placement of the capital increase concludes the equity portion of the bridge refinancing for the planned acquisition of all outstanding shares of Siemens Gamesa.
“We are very pleased to see that institutional investors, amongst others BNP Paribas Energy Transition Fund, are confident in our strategy to become the leader in the energy transition,” said Maria Ferraro, CFO of Siemens Energy. “The capital increase was almost four times covered. The successful placement of new shares is an important milestone in the refinancing of our cash tender offer for Siemens Gamesa and supports our solid investment grade credit rating.”
Admission of the new shares for trading in the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange is expected to take place on March 21, 2023. Trading is expected to commence on March 23, 2023. It is intended to include the new shares in the existing listings of the company's shares. The delivery of the new shares is scheduled for March 23, 2023. Following the private placement, Siemens Energy will be subject to a lock-up, i.e., an obligation not to, inter alia, issue further shares or financial instruments convertible into shares or to conduct a further capital increase, of 90 days, subject to certain market standard exemptions.
The distribution of this announcement and the offering of the shares of Siemens Energy in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, any such restrictions. 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 of America, Australia, Canada, Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.
Securities may not be offered or sold absent registration except pursuant to an exemption from, or a transaction not subject to, the registration requirements under the U.S. Securities Act of 1933, as amended. There will be no public offer of securities in the United States of America or in any other jurisdiction.
In member states of the European Economic Area ("EEA"), this announcement is only addressed to and directed at persons who are 'qualified investors' within the meaning of Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129) (as amended, the "Prospectus Regulation") ("Qualified Investors"). In the United Kingdom, this announcement is only addressed to and directed at Qualified Investors who are persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order") or (ii) falling within Article 49(2)(a) to (d) (high net worth companies, incorporated associations, etc.) of the Order.
To the extent this announcement contains predictions, expectations or statements, estimates, opinions and projections with respect to anticipated future performance of Siemens Energy (“forward-looking statements”), they are based upon current views and assumptions of the Siemens Energy management, which were made to its best knowledge. Forward-looking statements reflect various assumptions taken from Siemens Energy’s current business plan or from public sources which have not been independently verified or assessed by Siemens Energy and which may or may not prove to be correct. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors which could cause the earnings position, profitability, performance or the results of Siemens Energy or the success of the industries in which Siemens Energy operates to differ materially from the earnings position, profitability, performance or the results expressly or implicitly assumed or described in these forward-looking statements. In consideration of these risks, uncertainties and other factors, persons receiving this document are advised not to rely on these forward-looking statements. Siemens Energy does not assume any liability or guarantee for such forward-looking statements and will not adjust them to any future results and developments.
Information to Distributors
Pursuant to EU product governance requirements, the shares have been subject to a product approval process, under which each distributor has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II. Any distributor subsequently offering the shares is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels.