NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN OR ANY JURISDICTION IN WHICH SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE PROHIBITED BY APPLICABLE LAW
- Placement of 5.5m in shares of Stadler
- As part of the Placement, PCS Holding AG increased its stake in Stadler to c. 30.5%
- Placement price of CHF 38.10 per share
Essen, 27 May 2020. RSBG SE, the industrial investment company of RAG-Stiftung, announces the successful placement of in total 5.5m in shares of Stadler for a price of CHF 38.10 per each Stadler share (the "Placement"). The Stadler shares were offered for purchase via a private placement in an accelerated bookbuild offering, and the final placement size was increased from the size at launch due to an oversubscription. The Placement corresponds to approximately 5.5% of the total number of Stadler shares issued, to the effect that after the execution of the Placement RSBG SE still holds approximately 4.5% in Stadler.
As part of the Placement, PCS Holding AG, the family office of Peter Spuhler, increased its stake in Stadler to c. 30.5%. Together with the c. 11.0% directly held by Peter Spuhler, he directly or indirectly holds a total stake of c. 41.5% of Stadler's share capital after the Placement.
Credit Suisse and UBS Investment Bank acted as Joint Bookrunners on the accelerated bookbuild offering.
RSBG SE has agreed to a lock-up undertaking ending 90 calendar days after the closing date of the offering of its remaining holding of registered shares in Stadler, subject to customary exceptions and waiver by the Joint Bookrunners.
RSBG SE is very pleased with the outcome of this share placement and the support it has received from the market. RBSG intends to use the proceeds from this partial sell-down to broaden its activities in the future and, at the same time stay committed to Stadler Rail and its corporate strategy with its remaining investment.
This document is not an offer to sell or a solicitation of offers to purchase or subscribe for shares. This document is (i) not a prospectus within the meaning of Article 652a of the Swiss Code of Obligations, (ii) not a listing prospectus as defined in articles 27 et seqq. of the listing rules of the SIX Swiss Exchange AG or of any other stock exchange or regulated trading venue in Switzerland, (iii) not a prospectus within the meaning of the Swiss Financial Services Act and (iv) not a prospectus under any other applicable laws. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction.
This document is not for publication or distribution in the United States of America (including its territories and possessions, any State of the United States and the District of Columbia), Canada, Australia or Japan or any other jurisdiction into which the same would be unlawful. This document does not constitute an offer or invitation to subscribe for or purchase any securities into the United State or in such countries or in any other jurisdiction into which the same would be unlawful. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States of America or to publications with a general circulation in the United States of America. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the laws of any state, and may not be offered or sold in the United States of America absent registration under or an exemption from registration under the Securities Act. There will be no public offering of the securities in the United States of America.
The information contained herein does not constitute an offer of securities to the public in the United Kingdom. No prospectus offering securities to the public will be published in the United Kingdom. This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "FSMA Order") or (iii) persons falling within Articles 49(2)(a) to (d), "high net worth companies, unincorporated associations, etc." of the FSMA Order, and (iv) persons to whom an invitation or inducement to engage in investment activity within the meaning of Section 21 of the Financial Services and Markets Act 2000 may otherwise be lawfully communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
Any offer of securities to the public that may be deemed to be made pursuant to this communication in any EEA member state is only addressed to qualified investors in that member state within the meaning of Regulation (EU) 2017/1129 and such other persons as this document may be addressed on legal grounds, and no person that is not a relevant person or a qualified investor may act or rely on this document or any of its contents.
This publication may contain specific forward-looking statements, e.g. statements including terms like "believe", "assume", "expect", "forecast", "project", "may", "could", "might", "will" or similar expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results, financial situation, development or performance and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties, readers should not rely on forward-looking statements. No party assumes no responsibility to update forward-looking statements or to adapt them to future events or developments.
Except as required by applicable law, neither no party has the intention or obligation to update, keep updated or revise this publication or any parts thereof (including any forward-looking statement) following the date hereof.
About the RAG-Stiftung
The RAG-Stiftung is a private foundation that was established in 2007. At the beginning of 2019, the RAG-Stiftung took over the responsibility for financing the perpetual obligations of the German hard coal mining industry in the Ruhr and Saar regions and in Ibbenbüren. In addition, the RAG-Stiftung supports numerous projects in the areas of education, science and culture in order to promote progress in the former mining regions.