DGAP-News: VTG AG resolves capital increase with subscription rights - Targeted gross proceeds: EUR 290 million

VTG AG resolves capital increase with subscription rights - Targeted gross proceeds: EUR 290 million

- Issue of 5,477,372 new shares

- Subscription ratio of 21:4

- Subscription price of EUR 52.90 per share

- Subscription period from April 25 until 12:00 (noon) on May 9, 2019

- Unsubscribed shares will be purchased by Warwick Holding GmbH at the subscription price

Hamburg, April 24, 2019. Yesterday, with the consent of the Supervisory Board's Capital Increase Committee, the Executive Board of VTG Aktiengesellschaft (WKN: VTG999) resolved a capital increase against cash contributions with subscription rights arising from authorized capital. Therefore, VTG AG will issue 5,477,372 new no-par-value ordinary bearer shares with dividend entitlement as of January 1, 2018. The new shares will be publicly offered to VTG shareholders in the Federal Republic of Germany and in the Grand Duchy of Luxembourg at a subscription price of EUR 52.90 per new share, by way of an indirect subscription offer. In the period from April 25 until 12:00 noon (CEST) on May 9, shareholders can acquire 4 new shares for every 21 VTG shares they hold. The new shares should be delivered on or around May 14, 2019.

The majority shareholder Warwick Holding GmbH (an indirect subsidiary of funds advised by Morgan Stanley Infrastructure, Inc.) has undertaken to exercise all subscription rights to which it is entitled pursuant to its existing shareholdings. Additionally, Warwick Holding GmbH will acquire all new shares that are left unsubscribed after the subscription offer has expired at the subscription price.

Of the estimated net proceeds from the capital increase totaling approximately EUR 283 million, approximately EUR 30 million will be used to partially redeem the outstanding private hybrid bond which was issued in 2018 to finance the Nacco acquisition. The remaining net proceeds will increase VTG Group's financial flexibility and are intended to be used to redeem publicly-traded VTG hybrid bonds with a nominal amount of EUR 250.0 million plus accrued interest at the beginning of August 2019.

About VTG:

VTG Aktiengesellschaft is one of Europe's leading railcar leasing and rail logistics companies, with a fleet consisting of more than 94,000 railcars. VTG offers a full-range service, providing tank cars, intermodal cars, standard freight cars and sliding wall cars. In addition to the leasing of railcars, the Group offers comprehensive multi-modal logistics services, mainly around rail transport, and global tank container transports.

With the combination of its three interlinked divisions Railcar, Rail Logistics and Tank Container Logistics, VTG offers its customers a high-performance platform for international transport of their freight. The Group has many years of experience and specific expertise, in particular in the transport of liquid and sensitive goods. Its customers include numerous well-known companies from almost every industrial sector, for example the chemical, petroleum, automotive, paper and agricultural industries.

In the financial year 2018, VTG generated revenue of EUR 1,073 million and operating profit (EBITDA) of EUR 349 million. Via its subsidiaries and affiliates the company, which has its head office in Hamburg, is mainly present in Europe, North America, Russia and Asia. As at 31 December 2018, VTG had 1,600 employees worldwide.

Contact Corporate Communications:
Gunilla Pendt
Head of Corporate Communications
Telephone: +49 (0) 40 23 54-1341
Fax: +49 (0) 40 23 54-1340
E-mail: [email protected]

Contact Investor Relations:
Christoph Marx
Head of Investor Relations
Telephone: +49 (0) 40 23 54-1351
Fax: +49 (0) 40 23 54-1350
E-mail: [email protected]

More information at www.vtg.com

Disclaimer
This document and the information contained herein are for information purposes only and do not constitute a prospectus or an offer to sell or a solicitation of an offer to buy any securities in the United States. Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the laws of any state of the United States, and may not be offered, sold or otherwise transferred in the United States absent registration or pursuant to an available exemption from registration under the Securities Act. Neither VTG Aktiengesellschaft (the "Company") nor one of its shareholders intends to register any securities referred to herein in the United States.

This document does not constitute an offer to sell or a solicitation of an offer to buy any securities. The offer is made exclusively through and on the basis of a prospectus that is published in Germany and Luxembourg, supplemented by additional information related to the offer outside of Germany and Luxembourg. The prospectus is available free of charge at VTG Aktiengesellschaft, Nagelsweg 34, 20097 Hamburg as well as on the internet 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 does not constitute an offer document or an offer of securities to the public in the U.K. to which section 85 of the Financial Services and Markets Act 2000 of the U.K. applies and should not be considered as a recommendation that any person should subscribe for or purchase any securities as part of the Offer. This document is being communicated only to (i) persons who are outside the U.K.; (ii) persons who have professional experience in matters relating to investments falling within article 19(5) of the 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 who fall within article 49(2)(a) to (d) of the Order (all such persons together being referred to as "Relevant Persons"). Any person who is not a Relevant Person must not act or rely on this communication or any of its contents. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. This document should not be published, reproduced, distributed or otherwise made available, in whole or in part, to any other person without the prior consent of the Company.

Cautionary note regarding forward-looking statements
This document contains forward-looking statements. These statements are based on the current views, expectations, assumptions and information of the management, and are based on information currently available to the management. Forward-looking statements shall not be construed as a promise for the materialization of future results and developments and involve known and unknown risks and uncertainties. Actual results, performance or events may differ materially from those described in such statements due to, among other things, changes in the general economic and competitive environment, risks associated with capital markets, currency exchange rate fluctuations, changes in international and national laws and regulations, in particular with respect to tax laws and regulations, affecting the Company, and other factors. Neither the Company nor any of its affiliates assumes any obligations to update any forward-looking statements.