舍弗勒股份公司完成上市
舍弗勒股份公司今天完成了首次股票公開發(fā)行（IPO）。總共7,500萬無投票權普通股向機構投資者售出，其中6,600萬股來自舍弗勒股份公司的增資，900萬股來自舍弗勒管理有限公司。此次IPO的發(fā)行價定在12.50歐元每股，籌資總額達到約9.38億歐元，認購量超過初始數倍。
“我們很高興能在這樣一個充滿挑戰(zhàn)性的市場環(huán)境下成功完成IPO。來自投資者的強勁需求證明舍弗勒是一個非常具有吸引力的投資選擇。此次IPO為舍弗勒股份公司的持續(xù)性盈利增長鋪平了道路。”舍弗勒集團首席執(zhí)行官克勞斯·羅森菲爾德（Klaus Rosen-feld）說。
此次IPO的收益將被用于降低舍弗勒股份公司的債務，可持續(xù)性地維持公司的財務健康。通過此次股票發(fā)行，舍弗勒集團的法律架構重組也圓滿劃上句號。
舍弗勒股份公司股東及監(jiān)事會主席喬治·F. W.·舍弗勒（Georg F. W. Schaeffler）表示，“通過這次成功交易，我們數年來為之努力的雙支柱模式（舍弗勒股份公司—大陸股份公司）得以確立，頂端是發(fā)揮戰(zhàn)略作用的控股公司。”
舍弗勒股份公司股東及監(jiān)事會副主席瑪利亞—伊麗莎白·舍弗勒—圖曼（ Maria-Elisabeth Schaeffler-Thumann）表示：“舍弗勒集團未來仍將是家族企業(yè)。作為股東，我們將為客戶、供應商和廣大員工的利益肩負起進一步成功發(fā)展的責任。”
舍弗勒股份公司此次發(fā)行的無投票權普通股將從2015年10月9日起在法蘭克福股票交易所主板市場開始交易，交易符號為SHA，德國證券代碼為SHA015，國際證券代碼為DE000SHA0159。
Forward-looking statements and projections
Certain statements in this press release are forward-looking statements. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial consequences of the plans and events described herein. No one undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. You should not place any undue reliance on forward-looking statements which speak only as of the date of this press release. Statements contained in this press release regarding past trends or events should not be taken as representation that such trends or events will continue in the future. The cautionary statements set out above should be considered in connection with any subsequent written or oral forward-looking statements that Schaeffler, or persons acting on its behalf, may issue.
Disclaimer
These materials may not be published, distributed or transmitted in Canada, Australia or Japan. These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities (the “Shares”) of Schaeffler AG (the “Company”) in the United States, Germany or any other jurisdiction. The securities referred to herein will not be or have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from registration requirements. The securities will not be registered under the Securities Act.
In the United Kingdom, this document is only being distributed to and is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”) or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as “Relevant Persons”). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
Neither Schaeffler AG nor any of its shareholders intend to make any public offer of shares in Schaeffler AG in the United States, Germany or any other jurisdiction. It is only intended that shares will be placed with qualified investors and less than 150 non-qualified investors per EEA member state in the Federal Republic of Germany and certain other jurisdictions and subsequently admitted to trading on the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange with simultaneous admission to the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange and on the regulated market of the Luxembourg Stock Exchange. The Listing will be made on the basis of a prospectus that must be published in Germany and Luxembourg. The prospectus will be available free of charge on the Internet at www.schaeffler.com/ir.
In any EEA Member State other than the Federal Republic of Germany or Luxembourg that has implemented Directive 2003/71/EC (together with any amendment and any applicable implementing measures in any Member State, the "Prospectus Directive") this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.
In connection with the listing of Schaeffler AG’s common non-voting bearer shares with preferred dividend payments with no par value (the “Placement Shares”), one of the underwriting banks (the “Stabilization Manager”) or its affiliates, will act, for its own account and the account of the other underwriting banks, as the Stabilization Manager. The Stabilization Manager may, acting in accordance with legal requirements, take stabilization measures to support the market price of the Placement Shares and thereby counteract any selling pressure.
The Stabilization Manager is under no obligation to take stabilization measures. Therefore, no assurance can be provided that any stabilization measures will be taken. Where stabilization measures are taken, these may be terminated at any time without notice. Such measures may be taken from the earlier of the date the Placement Shares are listed on the regulated market of the Frankfurt Stock Exchange or the regulated market of the Luxembourg Stock Exchange and must be terminated no later than 30 calendar days after such date (the “Stabilization Period”).
These measures may result in the market price of the Placement Shares being higher than would otherwise have been the case. Moreover, the market price may temporarily be at an unsustainable level.
Schaeffler Verwaltungs GmbH has granted the Stabilization Manager the option to sell to it up to 7.5 million Placement Shares acquired through stabilization measures (the “Put Option”). The Put Option is exercisable on or before the end of the Stabilization Period.