EQS-Adhoc: Talanx Aktiengesellschaft: Capital increase of Talanx AG successfully completed

AD-HOC ANNOUNCEMENT

 

NOT FOR DISTRIBUTION, PUBLICATION OR TRANSMISSION (IN WHOLE OR IN PART), DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER COUNTRY IN WHICH SUCH PUBLICATION, RELEASE OR TRANSMISSION WOULD BE UNLAWFUL. FURTHER RESTRICTIONS APPLY. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

 

Publication of inside information pursuant to Article 17 (1) of Regulation (EU) No. 596/2014 on Market Abuse (Market Abuse Regulation - MAR)

 

Capital increase of Talanx AG successfully completed

Talanx AG has successfully completed the execution of the announced capital increase. 4,878,048 new shares from authorized capital were placed with institutional investors at a price of EUR 61.50 per share, excluding pre-emptive subscription rights for existing shareholders, through partial utilization of authorized capital in an accelerated bookbuilding process. The new shares will be issued with profit participation rights as of 1 January 2023. The company will receive gross proceeds of approx. EUR 300 million from this capital increase.

The 1,626,016 Talanx shares held by HDI V.a.G. that were also offered for sale were placed at the same conditions, so that the latter's share in the share capital of Talanx AG is reduced to 76.7%.

The free float of Talanx AG will increase to 23.3% after completion of the transaction.

 

Important notice

This announcement may not be published, distributed or transmitted, directly or indirectly, in the United States of America (including its territories and possessions), Canada, Japan or Australia or any other jurisdiction where such announcement could be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons who are in possession of this document or other information referred to herein should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not constitute an offer of, or a solicitation of an offer to purchase, securities of Talanx Aktiengesellschaft or of any of its subsidiaries in the United States of America, Germany or any other jurisdiction. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, an offer in any jurisdiction. The securities offered will not be and have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act.

In the United Kingdom, this announcement is only directed at persons (i) who are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order"), (ii) are falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) or (iii) to whom it may otherwise be lawfully communicated (all such persons together being referred to as "Relevant Persons")). This document must not be acted on, or relied upon, by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

In member states of the European Economic Area and the United Kingdom the placement of securities described in this announcement (the "Placement") is directed exclusively at persons who are "qualified investors" within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (Prospectus Regulation).

No action has been taken that would permit an offering or an acquisition of the securities or a distribution of this announcement in any jurisdiction where such action would be unlawful. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.

This announcement does not constitute a recommendation concerning the Placement. Investors should consult a professional advisor as to the suitability of the Placement for the person concerned.

This release may contain forward looking statements, estimates, opinions and projections with respect to anticipated future performance of Talanx Aktiengesellschaft ("forward-looking statements"). These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes," "estimates," "anticipates," "expects," "intends," "may," "will" or "should" or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current views, expectations and assumptions of the management of Talanx Aktiengesellschaft and involve significant known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Forward-looking statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Any forward-looking statements included herein only speak as at the date of this release. We undertake no obligation, and do not expect to publicly update, or publicly revise, any of the information, forward-looking statements or the conclusions contained herein or to reflect new events or circumstances or to correct any inaccuracies which may become apparent subsequent to the date hereof, whether as a result of new information, future events or otherwise. We accept no liability whatsoever in respect of the achievement of such forward-looking statements and assumptions.

 

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.

Contact:
Bernd Sablowsky
Head of Investor Relations
HDI-Platz 1
30659 Hannover
Tel: +49 511 3747 2231