全球汽車和工業產品供應商舍弗勒集團9月21日宣布，將向機構投資者投放1.66億股舍弗勒股份公司新股和現有的無投票權普通股，并在法蘭克福證券交易所（主板市場）上市。
這些新股和現有無投票權普通股將通過累積投標方式，廣泛投放給歐洲、北美和其他地區的機構投資者。1.66億無投票權普通股中，1億股將由舍弗勒家族控股的舍弗勒管理有限公司售出，另外6,600萬股由舍弗勒股份公司增資。交易結束后，流通股預計將達約25%。
“舍弗勒股份公司此次無投票權普通股的投放和上市將成為公司歷史的一個里程碑，同時也是我們資本和企業結構重組的最后一步。這樣，我們數年來為之努力的（舍弗勒股份公司—大陸股份公司）雙支柱模式得以確立，頂端是發揮戰略作用的控股公司。”舍弗勒股份公司所有人及監事會主席喬治·F. W.·舍弗勒（Georg F. W. Schaeffler）解釋說。
舍弗勒股份公司所有人及監事會副主席瑪利亞—伊麗莎白·舍弗勒—圖曼（ Maria-Elisabeth Schaeffler-Thumann）表示：“舍弗勒集團未來仍將是家族企業。作為股東，我們將為客戶、供應商和廣大員工的利益肩負起進一步成功發展的責任。”
此次股票發行的收益將用于減少舍弗勒股份公司和舍弗勒控股公司的金融負債水平。交易是為了可持續地提高舍弗勒集團和舍弗勒控股公司的財務實力，進而為舍弗勒集團奠定基礎，延續過去多年來的成功增長。舍弗勒集團首席執行官克勞斯·羅森菲爾德（Klaus Rosenfeld）表示：“過去幾年，我們一直專注于推動舍弗勒集團走向資本市場。此次上市是進一步減少負債、改善資本結構的戰略性步驟。我們因此可進一步增強金融靈活性，抓住更多增長機遇。”
舍弗勒股份公司計劃從2015財務年度起，將25%-35%的年度凈收益紅利支付給股東。除通過上市收益減少負債外，舍弗勒股份公司管理層還承諾在2018年前通過營運現金流量償還10億歐元債務。
2015上半年，舍弗勒集團營業額按固定幣值計算增長4.9%，受貨幣折算影響增長12.4%。夏季幾個月里，在預期市場特別是中國汽車業務發展疲軟背景下，公司目前預計2015年營業額按固定幣值計算可增長約4%到5%。舍弗勒期望2015年全年都能繼續保持上半年強勁的盈利能力，其中不包括一次性項目，如交易成本和工業事業部已宣布的重組措施。
克勞斯·羅森菲爾德總結說：“盡管夏季這幾個月出現小幅下滑，但我們今年仍有望擴大業務，繼續保持長期盈利性增長。”
Forward-looking statements and projections
Certain statements in this press release are forward-looking statements. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial consequences of the plans and events described herein. No one undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. You should not place any undue reliance on forward-looking statements which speak only as of the date of this press release. Statements contained in this press release regarding past trends or events should not be taken as representation that such trends or events will continue in the future. The cautionary statements set out above should be considered in connection with any subsequent written or oral forward-looking statements that Schaeffler, or persons acting on its behalf, may issue.
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Neither Schaeffler AG nor any of its shareholders intend to make any public offer of shares in Schaeffler AG in the United States, Germany or any other jurisdiction. It is only intended that shares will be placed with qualified investors and less than 150 non-qualified investors per EEA member state in the Federal Republic of Germany and certain other jurisdictions and subsequently admitted to trading on the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange with simultaneous admission to the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange and on the regulated market of the Luxembourg Stock Exchange. The Listing will be made on the basis of a prospectus that must be published in Germany and Luxembourg. The prospectus will be available free of charge on the Internet at www.schaeffler.com/ir.
In any EEA Member State other than the Federal Republic of Germany or Luxembourg that has implemented Directive 2003/71/EC (together with any amendment and any applicable implementing measures in any Member State, the "Prospectus Directive") this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.
In connection with the listing of Schaeffler AG’s common non-voting bearer shares with preferred dividend payments with no par value (the “Placement Shares”), one of the underwriting banks (the “Stabilization Manager”) or its affiliates, will act, for its own account and the account of the other underwriting banks, as the Stabilization Manager. The Stabilization Manager may, acting in accordance with legal requirements, take stabilization measures to support the market price of the Placement Shares and thereby counteract any selling pressure.
The Stabilization Manager is under no obligation to take stabilization measures. Therefore, no assurance can be provided that any stabilization measures will be taken. Where stabilization measures are taken, these may be terminated at any time without notice. Such measures may be taken from the earlier of the date the Placement Shares are listed on the regulated market of the Frankfurt Stock Exchange or the regulated market of the Luxembourg Stock Exchange and must be terminated no later than 30 calendar days after such date (the “Stabilization Period”).
These measures may result in the market price of the Placement Shares being higher than would otherwise have been the case. Moreover, the market price may temporarily be at an unsustainable level.
Schaeffler Verwaltungs GmbH has granted the Stabilization Manager the option to sell to it up to 16,600,000 Placement Shares acquired through stabilization measures (the “Put Option”). The Put Option is exercisable on or before the end of the Stabilization Period.
