GRENKELEASING AG Baden-Baden

Transcription

1 THESE MATERIALS ARE NOT AN OFFER FOR SALE OF THE SUBSCRIPTION RIGHTS OR THE NEW SHARES REFERRED TO HEREIN IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN, OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THE SUBSCRIPTION RIGHTS AND THE NEW SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UN- DER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT ), OR WITH ANY REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION IN THE UNITED STATES OF AMERICA AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OF AMERICA EXCEPT IN A TRANSACTION PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION RE- QUIREMENTS OF THE SECURITIES ACT. GRENKELEASING AG DOES NOT INTEND TO REGISTER THE SUBSCRIPTION RIGHTS OR THE NEW SHARES UNDER THE SECURITIES ACT OR TO CONDUCT A PUBLIC OFFERING OF SHARES IN THE UNITED STATES. THE SUBSCRIPTION RIGHTS AND THE NEW SHARES OF GRENKELEASING AG REFERRED TO HEREIN MAY ONLY BE EXERCISED, OFFERED OR SOLD OUTSIDE THE UNITED STATES OF AMERICA. GRENKELEASING AG Baden-Baden Securities Identification Code A16 1N3 ISIN Code DE000A161N30 Common Code SUBSCRIPTION OFFER On May 03, 2016, the Board of Directors of GRENKELEASING AG, Baden-Baden, ("GRENKELEASING" or the "Company") resolved, with prior approval of the Supervisory Board of GRENKELEASING of May 02, 2016, to use the authorised capital in accordance with 4 para. 4 of the Company's Articles of Association (Authorised Capital 2015) and to increase the share capital of 18,859, by up to 255, to a total of up to 19,114, through the issuance of up to 200,000 registered shares (no-par-value shares) (the "New Shares") against contribution in kind with subscription rights (the "Rights Issue Capital Increase"). The dividend rights of 1.50 per dividend-entitled no-par value share (the "Dividend Rights") that arose from the adoption of the resolution on appropriation of the unappropriated surplus by the Annual General Meeting on May 03, 2016, shall be paid out at the choice of the shareholders (i) exclusively in cash or (ii) partly in cash and partly in the form of shares in GRENKELEASING (the payment of the dividend partly in cash and partly in the form of shares: the "Scrip Dividend"). Of the dividend right of 1.50 per no-par value share, a partial amount of 0.42 is not subject to the choice of the shareholder and is thus paid to all shareholders in cash, less the amount of capital yields tax to be withheld (plus solidarity surcharge and, if applicable, church tax), in any case, regardless of whether they opt for the (i) exclusive cash dividend or BINDING. 1 / 6

2 (ii) the Scrip Dividend. This partial amount of 0.42 serves to settle any potential tax obligation of the shareholder (capital yields tax plus solidarity surcharge and church tax, if applicable) with regard to the total dividend right in the amount of 1.50 per no-par value share. This ensures that a shareholder who opts for the Scrip Dividend must not provide any additional payment in cash in order to meet his potential tax obligations. As a result, the dividend of 1.50 per no-par value share will either (i) be paid to the shareholder exclusively in cash, after the deduction of capital yields tax (plus solidarity surcharge and church tax, if applicable) or (ii) if the shareholder opts for the Scrip Dividend and thus for new shares, a dividend of 0.42 per no-par value share is paid in cash after the deduction of capital yields tax to be withheld (plus solidarity surcharge and, if applicable, church tax) on the entire dividend right of 1.50 per no-par value share (whereby this amount payable amounts to (i) around 0.00 for each no-par value share held by a shareholder subject to church tax deduction treatment and (ii) around 0.02 for each no-par value share held by a shareholder not subject to church tax deduction treatment (respectively the "Post Tax Adjustment Amount") 1 and in the amount of the remaining partial dividend right of 1.08 per no-par value share (the "Partial Dividend Right") contributed in the course of the rights issue capital increase as contribution in kind. The dividend rights are certified in the form of a Global Bearer Dividend Coupon (the "Global Bearer Dividend Coupon") and kept in custody at Clearstream Banking AG, Mergenthalerallee 61, Eschborn ("Clearstream"). After determining the total number of new shares to be issued and with the approval of the Supervisory Board, the Board of Directors intends to determine the precise amount of the rights issue capital increase and the number of new shares through a specific resolution presumably on May 30, The new shares will be fully entitled to dividends as of January 01, The new shares will be offered for subscription to shareholders in accordance with their respective partial dividend rights of 1.08 per no-par value share as certified in the Global Bearer Dividend Coupon at a yet-to-be-determined subscription price and at a yet-to-be-determined subscription ratio ("Subscription Offer"). Each existing share carries one subscription right and one dividend right of Each shareholder may exercise his subscription right only by commissioning and authorising HSBC Trinkaus & Burkhardt AG, Düsseldorf, as trustee and through the assignment of his partial dividend rights and transfer of his co-ownership share in the Global Bearer Dividend Coupon to HSBC Trinkaus & Burkhardt AG, Düsseldorf, within the subscription period of May 04, 2016, to May 23, 2016, (up to and including those dates) via his depository bank during regular business hours ("Subscription Period") by using the form provided by the depository banks (the "Declaration of Subscription and Transfer") to subscribe for the new shares the shareholder wishes to receive based on the shareholder's subscription right in its own name but for the account of the shareholder and to transfer the new shares received to a Clearstream securities account for the benefit of the respective securities account of the shareholder following subscription and registration of the consummation of the rights issue capital increase with the commercial register. Shareholders who make use of their subscription rights must assign to HSBC Trinkaus & Burkhardt AG, Düsseldorf, within the subscription period, their partial dividend rights that they wish to use to subscribe to the new shares by submitting their Declaration of Subscription and Transfer on time and by transferring their co-ownership share in the Global Bearer Dividend Coupon to HSBC Trinkaus & Burkhardt AG, Düsseldorf, free from the rights of third parties. The exercise of the subscription rights will take effect with the transfer posting of the respective partial dividend rights of ISIN DE000A2AA378 / WKN A2A A37 into ISIN DE000A2AA386 / WKN A2A A38 in due time. As subscription agent, HSBC Trinkaus & Burkhardt AG will settle the subscription offer based on a transaction agreement ("Transaction Agreement") concluded on March 21, 2016, and subject to the conditions for shareholders wishing to exercise their subscription rights which 1 Please note that the Post Tax Adjustment Amount of 0.00 and 0.02 is a value rounded down per no-par value share. Since the tax amount to be withheld is not calculated per no-par value share, but for the total dividend entitlement of a shareholder, there may be differences for rounding reasons depending on the number of no-par value shares held. BINDING. 2 / 6

3 are specified in the section "Other important information". Under this transaction agreement, HSBC Trinkaus & Burkhardt AG has undertaken specifically to contribute the partial dividend rights assigned to it into the Company as a contribution in kind in accordance with the yet-to-bedetermined subscription price and the yet-to-be-determined subscription ratio, to subscribe to the new shares for the accounts of those shareholders wishing to exercise their subscription rights, and to deliver the new shares to the relevant shareholders in accordance with the yet-to-be-determined subscription ratio and the yet-to-be-determined subscription price per new share. HSBC Trinkaus & Burkhardt AG, Düsseldorf, is expected to subscribe to the new shares on June 01, The entry of the rights issue capital increase into the commercial register is expected to take place on June 02, The subscription rights relating to the existing shares of the Company will be automatically posted to the depository banks by Clearstream on May 04, 2016, as per their status on May 03, 2016 at p.m. CEST (in the evening) together with the inseparably associated partial dividend rights (ISIN DE000A2AA378 / WKN A2A A37). The posting of partial dividend rights simultaneously embodies the corresponding subscription right. It is the responsibility of the depository banks to post the subscription rights and dividend rights (including partial dividend rights) to the securities accounts of the individual shareholders. Our shareholders have the option of exercising their subscription rights for new shares in the period from May 04, 2016 to May 23, 2016 (up to and including those dates) via the depository bank during regular business hours at the subscription agent named below and by using the Declaration of Subscription and Transfer provided by the depository bank and to assign the partial dividend rights that are to be contributed as a contribution in kind to HSBC Trinkaus & Burkhardt AG and also transfer their co-ownership share in the Global Bearer Dividend Coupon to HSBC Trinkaus & Burkhardt AG. Subscription rights which are not exercised in time will expire without compensation. If the subscription rights are not exercised or not exercised in time, the dividend will be paid exclusively in cash without requiring further action. Subscription agent and settlement agent The subscription agent is HSBC Trinkaus & Burkhardt AG, Königsallee 21-23, Düsseldorf. The settlement agent for the Company's dividend for financial year 2015 is also HSBC Trinkaus & Burkhardt AG, Königsallee 21-23, Düsseldorf. Important note The Company asks its shareholder to note that the subscription price per new share and the subscription ratio will only be published shortly before the end of the subscription period, which will presumably be on Friday, May 20, 2016 at 3 p.m. CEST. Holders of subscription rights who do not exercise or do not fully exercise their rights will receive exclusively a cash dividend of 1.50 per no-par value share, less capital yields tax withheld (plus solidarity surcharge and, if applicable, church tax) presumably on June 01, 2016 via the depository banks for each no-par value share held for which the subscription right was not exercised. BINDING. 3 / 6

4 Subscription price The subscription price is expected to be published in the German Federal Gazette and on the GRENKELEASING website ( on Friday, May 20, 2016 at 3 p.m. CEST, i.e., three days before the expiration of the subscription period. The subscription price corresponds to the result in euro from dividing the reference price by 1.08, less a 2.0% discount on this result, then rounded down to one decimal place after the decimal point and multiplied by 1.08 (the "Subscription Price"). The reference price equals the volume-weighted average price of GRENKELEASING shares in euro in the XETRA trading system on the Frankfurt Stock Exchange on Thursday, May 19, 2016 ("Reference Price"). Subscription ratio The subscription ratio, together with the subscription price, is also expected to be published in the German Federal Gazette and on the GRENKELEASING website ( on Friday, May 20, 2016 at 3 p.m. CEST, i.e., three days before the expiration of the subscription period. The subscription ratio corresponds to the relationship between the result of dividing the reference price by 1.08, less a 2.0% discount on this result and rounded down to one decimal place after the decimal point, to one new share (the "Subscription Ratio"). The number of partial dividend rights required to be transferred and contributed in order to subscribe to one new share is equivalent to the subscription price divided by A shareholder's partial dividend rights, or portions thereof, which are not sufficient to cover the subscription of one full new share, is compensated by the dividend payment in cash. This means that shareholders who have assigned and transferred their partial dividend rights (or portions thereof) for the purpose of contribution in kind but whose number of partial dividend rights is not sufficient to receive one full new share, will receive their dividend to that extent exclusively in cash ("Residual Balance"). Trading of subscription rights Trading of the subscription rights is not planned by the Company or HSBC Trinkaus & Burkhardt AG and neither the Company nor HSBC Trinkaus & Burkhardt AG will organise such trading. There has also been no application for the price fixing of the subscription rights on a stock exchange. Therefore, it is not possible to purchase or sell the subscription rights via the stock exchange in the regulated market. Such a purchase or sale will also not be arranged by the Company or by HSBC Trinkaus & Burkhardt AG. However, the subscription rights conferred to the shareholder may be freely transferred together with the partial dividend rights to which they are inseparably associated. From the commencement of the subscription period, i.e., as of May 04, 2016, the Company's existing shares will be quoted "ex-subscription rights" and "ex-dividend". BINDING. 4 / 6

5 Form and certification of the new shares The new shares will be issued as no-par value registered shares in accordance with the Company's Articles of Association applicable at the time. The new shares will be certified by one or more global certificates each with a Global Bearer Dividend Coupon which are held by Clearstream in collective custody. According to 4 para. 3, sent. 2 of the Company's Articles of Association, the shareholder is not entitled to a certification of his share. Delivery of the new shares subscribed on the basis of the subscription offer and the payment of the residual balance and the post tax adjustment amount The new shares, for which subscription rights were exercised in accordance with the subscription offer, are expected to be delivered to the shareholders via collective safe custody credit on June 06, The payment of the residual balance, the partial dividend rights for which the Scrip Dividend was not chosen, and the post tax adjustment amount is expected to take place on June 01, 2016, via the depository banks. Depository bank commissions Although GRENKELEASING will remunerate the services of the depository banks with a payment of 1.50 per depository account, the depository banks may charge a depository bank commission for the subscription of the new shares. Please consult your depository bank in advance for details. HSBC Trinkaus & Burkhardt AG will not charge shareholders who exercise their rights any additional commission for processing their subscription rights. Admission to the stock exchange and listing of the new shares The admission of the new shares to trading on the regulated market and to the subsection of the regulated market with additional postadmission obligations (Prime Standard) of the Frankfurt Stock Exchange is expected to be applied for on May 04, The decision on admission is expected on June 02, 2016, and is subject to the registration of the execution of the rights issue capital increase in the commercial register. The new shares are expected to be included in the existing quotation of the Company's shares on June 06, Other important information In accordance with 4 para. 1 no. 4 of the German Securities Prospectus Act ("WpPG") and 4 para. 2 no. 5 WpPG, no securities prospectus will be prepared for the execution of the subscription offer and the admission of the new shares, but rather, only a uniform document for information purposes in accordance with 4 para. 1 no. 4 WpPG and 4 para. 2 no. 5 WpPG ("Prospectus- Exempting Document"). Interested shareholders should read the Prospectus-Exempting Document (available under carefully and gather information on the Company in detail before making a decision on whether to exercise their subscription rights. With regard to risks, it is also recommended that shareholders read the financial reports which include the Company's annual financial statements for financial year 2015, the quarterly announcement for the first quarter of 2016 BINDING. 5 / 6

6 dated April 28, 2016, as well as other information to be taken into consideration when making a decision that are available on the Company's website under ( The obligations of HSBC Trinkaus & Burkhardt AG arising from the Transaction Agreement to conclude a contribution agreement and to subscribe to the new shares and thus ultimately to execute this subscription offer are subject to a series of conditions precedent. These conditions include, in particular, that all of the warranties assumed by the Company under the Transaction Agreement are accurate and complete and that the Company has fulfilled all of its obligations under the Transaction Agreement before the conclusion of the contribution agreement and the subscription to the new shares. If before the registration of the execution of the rights issue capital increase in the commercial register HSBC Trinkaus & Burkhardt AG finds that one of the conditions has not been fulfilled in time, it may terminate the Transaction Agreement. Under certain conditions, the Company is also entitled to terminate the Transaction Agreement. In the case that the Transaction Agreement is terminated before the entry of the execution of the rights issue capital increase in the commercial register, the subscription rights of the shareholders will be cancelled. Instead, the shareholders will receive their dividend of 1.50 exclusively in cash, less the amount of capital yields tax to be withheld (plus solidarity surcharge and, if applicable, church tax). Once the execution of the rights issue capital increase has been entered into the commercial register, there is no longer any such right of termination and the shareholders who have exercised their subscription rights in accordance with the above requirements will receive the new shares at the subscription price. Sales restrictions The subscription rights and the new shares will only be offered to the public in the Federal Republic of Germany. Neither the subscription rights nor the new shares are, or will be, registered in accordance with the U.S. Securities Act of 1933 as amended ("Securities Act"), or with the securities regulators of individual states or other territories of the United States of America. At no time may the subscription rights and the new shares be offered, sold, exercised, pledged, transferred, or delivered, either directly or indirectly, to the or within the United States of America, except on the basis of an applicable exemption from registration or in a transaction not subject to the registration requirements of the Securities Act and only if this does not constitute a breach of applicable securities legislation in the individual states of the United States of America. Availability of the Prospectus-Exempting Document The subscription offer is made on the basis of the Prospectus-Exempting Document, which states that there is no obligation to publish a prospectus for the public offering, 4 para. 1 no. 4 WpPG, and admission to trading, 4 para. 2 no. 5 WpPG, of dividends paid out to shareholders in the form of shares "provided that a document is made available which contains information on the quantity and type of shares and which describes the reasons for and the details of the offer." This document is published under Baden-Baden, May 04, 2016 GRENKELEASING AG The Board of Directors BINDING. 6 / 6