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Press Release15 March 2023Munich
Siemens Energy successfully completes placement of new shares
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.
Important notice
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.
For this press release
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Siemens Energy is one of the world’s leading energy technology companies. The company works with its customers and partners on energy systems for the future, thus supporting the transition to a more sustainable world. With its portfolio of products, solutions and services, Siemens Energy covers almost the entire energy value chain – from power generation and transmission to storage. The portfolio includes conventional and renewable energy technology, such as gas and steam turbines, hybrid power plants operated with hydrogen, and power generators and transformers. More than 50 percent of the portfolio has already been decarbonized. A majority stake in the listed company Siemens Gamesa Renewable Energy (SGRE) makes Siemens Energy a global market leader for renewable energies. An estimated one-sixth of the electricity generated worldwide is based on technologies from Siemens Energy. Siemens Energy employs around 92,000 people worldwide in more than 90 countries and generated revenue of €29 billion in fiscal year 2022.