Press release BoxID: 468530 (RWE AG)
  • RWE AG
  • Opernplatz 1
  • 45128 Essen
  • Contact person
  • Volker Heck
  • +49 (201) 12-15120

RWE decides on capital increase

Offer of new and treasury shares / Accelerated bookbuilding procedure started

(PresseBox) (Essen, ) RWE today decided to implement the previously announced capital increase. The measure is part of an overall package to strengthen the capital base and to improve the capital structure of the Group.

The company's share capital is to be increased by using part of the existing authorised capital by issuing 52.3 million new ordinary bearer shares against cash contribution. The new shares will be entitled to dividends as of 1 January 2011; shareholders' subscription rights are excluded for these new shares. At the same time, 28.1 million treasury shares - i.e. 5.0% of company's share capital - are to be sold. These shares will also be entitled to dividends as of 1 January 2011.

All shares (80.4 million) will be offered to institutional investors by way of an accelerated bookbuilding procedure. However, the placement of the 28.1 million treasury shares is subject to the exercise of subscription rights by shareholders within the fixed subscription period beginning after the accelerated bookbuilding has taken place ("claw-back").

The accelerated bookbuilding procedure will commence today, 5 December 2011, and is expected to end tomorrow, 6 December 2011. The subscription period is expected to commence on 8 December 2011and to end on 21 December 2011. Neither RWE nor the coordinating banks (Deutsche Bank and Goldman Sachs) will initiate trading of the subscription rights.

The new shares will be admitted for trading without prospectus on the regulated market of the Frankfurt Stock Exchange and Duesseldorf Stock Exchange and to the sub-segment of the regulated market with additional post-admission obligations ("Prime Standard") of the Frankfurt Stock Exchange.

This release does not constitute a public offer of securities in Germany. This release does not constitute an offer to sell securities, or a solicitation of an offer to buy securities, in the United States of America or in any other jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. 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"). The securities of RWE Aktiengesellschaft described herein have not been and will not be registered under the Securities Act, or the laws of any State, and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable State laws. RWE Aktiengesellschaft does not intend to register any portion of the offering in the United States or conduct a public offering of securities in the United States.