NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN AND AUSTRALIA.
Publication of inside information pursuant to Article 17 of Regulation (EU) No. 596/2014
KION GROUP AG decides to increase its share capital by way of a rights issue against cash contributions
Frankfurt am Main, 18 November 2020 - On 18 November 2020, the Executive Board of KION GROUP AG (Frankfurt Prime Standard: KGX; the 'Company') resolved, with approval of the Company's Supervisory Board, to increase the Company's share capital by way of a rights issue against cash contributions, using a large part of its authorized capitals. It is intended to increase the Company's share capital of currently EUR 118,090,000 by issuing a total of up to 13,108,647 new no-par value bearer shares of the Company against cash contributions.
The subscription price for the new shares is expected to be determined during the subscription period, expected on 30 November 2020. The new shares are expected to be offered to the Company's existing shareholders by way of indirect subscription rights during the subscription period from 20 November 2020 to 3 December 2020. The subscription ratio will be 1:9. This means that for every nine existing shares of the Company, one new share may be acquired at the subscription price. New shares that remain unsubscribed during the subscription period shall be offered to selected qualified investors as part of an international private placement in accordance with the applicable securities legislation.
The public offering of the new shares in Germany will be exclusively made by means and on the basis of a securities prospectus approved by the German Federal Financial Supervisory Authority (BaFin), which will be made available, inter alia, on the website of KION GROUP AG (www.kiongroup.com). Approval is expected to be granted on 19 November 2020.
There will be no public offering outside Germany and the prospectus will not otherwise be approved by any other regulatory body. The offering outside Germany will be subject to certain restrictions, including that the new shares will only be offered outside the United States of America (the 'United States') in offshore transactions in reliance on Regulation S under the U.S. Securities Act of 1933, as amended (the 'Securities Act') and in the United States to persons believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act.
KION GROUP AG
60549 Frankfurt am Main
Tel +49 (0) 69 20 110 0
Vice President Investor Relations
Telefon: +49 (0)69 201 107 329
Senior Manager Investor Relations
Telefon +49 (0)69 201 107 346
Senior Manager Investor Relations
Telefon: +49 (0)69 201 107 371
This publication is not an offer or a solicitation to buy or subscribe to securities in the United States of America ('USA'), in Australia, Canada, Japan, or other jurisdictions in which an offer is prohibited by law.
This publication and the information contained herein are for information purposes only and do not constitute a prospectus nor do they contain an offer to sell securities in the USA or a solicitation of an offer to buy securities in the USA. None of the securities referred to herein have been nor will they be registered in accordance with the provisions of the U.S. Securities Act of 1933, as amended ('U.S. Securities Act') or in accordance with the applicable laws in any federal state of the United States of America. Without such registration, these securities may not be offered, sold, or in any other way transferred, with the exception of securities that are offered and sold pursuant to an exemption from the registration requirements of the U.S. Securities Act. If a public offer of securities were to take place in the USA, this would be carried out by means of a prospectus approved by the U.S. Securities and Exchange Commission (the 'SEC') and available from KION GROUP AG (the 'Company') that contained detailed information about the Company and its management, and financial information. Neither the Company nor any of its shareholders intends to register the shares referred to herein in the USA. There will be no public offering in the USA and any prospectus will not be approved by the SEC.
This publication does not constitute an offer to sell nor a solicitation to buy any securities. Any offer is made exclusively by means of and on the basis of a prospectus to be published in Germany, supplemented by additional information relating to the offer outside Germany. The prospectus will be available free of charge from KION GROUP AG, Thea-Rasche-Strasse 8, 60549 Frankfurt am Main, Germany, during usual business hours and on the Company's website.
No money, securities, or other consideration is being solicited and, if sent in response to the information contained herein, will not be accepted.
This document is not a prospectus nor an offer of securities to the public in the United Kingdom to which section 85 of the UK Financial Services and Markets Act 2000 applies, and must not be construed as a recommendation to any person to subscribe or to buy securities under the offer. This document will be sent only to: (i) persons outside the United Kingdom; (ii) persons who are investment professionals as defined in Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the 'Order'); or (iii) high net worth companies, unincorporated associations and other bodies that are covered by Article 49(2)(a) to (d) of the Order (the aforementioned persons also referred to as 'Relevant Persons' below). Any person who is not a Relevant Person must not act or rely on this release or its contents. Any investment or investment activity to which this release relates will be available only to Relevant Persons and will be engaged in only with Relevant Persons. This document (or parts thereof) must not be published, reproduced, distributed, or otherwise made available to third parties without the prior consent of the Company.
This document contains forward-looking statements. These statements reflect the current views, expectations, and assumptions of the Company's management and are based on information available to the management at the present time. Forward-looking statements are subject to known and unknown risks and uncertainties and contain no guarantee of future performance and developments. The actual future performance and developments may vary significantly from the expectations and assumptions expressed herein due to a variety of factors including, but not limited to, changes in the general economic situation and the competitive situation in the market (including due to the COVID 19 pandemic). Developments in the financial markets and exchange rate fluctuations, changes to national and international laws, particularly with regard to tax rules, and other factors may also influence the future performance and developments of the Company. Neither the Company nor any company affiliated with it assumes any obligation to update the statements contained in this release.