DGAP-Adhoc

VTG Aktiengesellschaft has signed an agreement on the acquisition of all shares of the wagon leasing company AAE Ahaus Alstätter Eisenbahn Holding AG, Baar, Switzerland, and has resolved on a capital increase against mixed contribution in kind

VTG Aktiengesellschaft / Key word(s): Acquisition

29.09.2014 19:43

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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As at the date hereof, VTG Aktiengesellschaft ("VTG") has signed an
agreement with Mr. Andreas Goer, the sole shareholder of AAE Ahaus
Alstätter Eisenbahn Holding AG, Baar, Switzerland ("AAE") pursuant to which
VTG purchases from Mr. Goer all shares in AAE.

As consideration for all shares of AAE, the agreement provides for payment
of a cash component in the amount of approx. EUR 15 million, the granting
of a subordinated vendor loan note with equity characteristics in the
amount of approx. EUR 230 million the issuance of approx. 7.37 million new
shares of VTG to Mr. Goer, and - based on an adjustment provision provided
for in the agreement - an additional compensation (if any) of up to a
maximum of approx. EUR 3 million. Mr. Goer will acquire through the
transaction approx. 26% of the increased share capital of VTG. He has
informed VTG that he does not intend to take over VTG.

In order to provide for the share component, the Management Board
(Vorstand) of VTG today resolved with the consent of the Supervisory Board
(Aufsichtsrat) on a capital increase against mixed contribution in kind
under exclusion of subscription rights of the shareholders. By partial
utilisation of the authorised capital, the share capital of VTG is to be
increased from EUR 21,388,889 by EUR 7,367,330 to EUR 28,756,219. For this
purpose, 7,367,330 new ordinary bearer shares (no-par value shares) are to
be issued at the issue price of EUR 1 to Mr. Goer. The new shares will
fully participate in the profits as from 1 January 2014. It is intended
that, within nine months of the closing of the transaction, the new shares
will be admitted to the regulated market of the Frankfurt Stock Exchange
and to the sub-segment of the regulated market with additional obligations
arising from admission of the Frankfurt Stock Exchange. The new shares are
to be subject to a lock-up until expiry of twelve months following the
closing of the transaction.

VTG intends to issue - in the context of the transaction - a hybrid bond in
the amount of at least EUR 230 million. Mr. Goer will subscribe a tranche
of EUR 74 million of such hybrid bond against partial redemption of the
Vendor Loan Note. Approx. EUR 155 million of the proceeds of the hybrid
bond shall be paid to Mr. Goer to settle the remaining outstanding amount
of the Vendor Loan Note. Of this an amount of EUR 70 million shall, in
turn, be granted by Mr. Goer as a loan to AAE.

The transaction is subject to consents and approvals, in particular, but
not limited to, the clearance of the transaction by the competent antitrust
authorities and the consent of the lenders of AAE. It is expected that the
transaction will be completed in the first half of the year 2015.

With approx. 30,000 freight wagons, the AAE Group is one of the largest
lessors of railway freight wagons in Europe and a leading offerer of
freight wagons in the market segment of combined traffic which is
particularly strong in growth. In the 2013 business year, a turnover of
more than EUR 200 million and an EBITDA of almost EUR 150 million were
generated. As at 31 December 2013, the net indebtedness of the enterprise
was EUR 890 million.


29.09.2014 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de

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Language: English
Company: VTG Aktiengesellschaft
Nagelsweg 34
20097 Hamburg
Germany
Phone: [phone]
Fax: [phone]
E-mail: [e-mail]
Internet: www.vtg.de
ISIN: DE000VTG9999
WKN: VTG999
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
in Berlin, Düsseldorf, Hamburg, Hannover, München, Stuttgart

End of Announcement DGAP News-Service

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