KION GROUP AG sets subscription price at EUR 62.00 per new share

2020-11-30 / 07:25:06

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN AND AUSTRALIA.

Publication of inside information pursuant to Article 17 of Regulation (EU) No. 596/2014

KION GROUP AG sets subscription price at EUR 62.00 per new share

Frankfurt am Main, November 30, 2020 - The Executive Board of KION GROUP AG (FSE: KGX; the "Company") resolved today, with approval of the Supervisory Board, to set the subscription price for the capital increase resolved on November 18, 2020 at EUR 62.00 per new share. This subscription price corresponds to a discount of 10.7% on the volume-weighted average price for one share of the Company on the electronic trading system XETRA on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) from the beginning of the subscription period on November 20, 2020 until close of trading on November 27, 2020.

The Company's existing shareholders are granted statutory subscription rights with regard to the new shares in the form of indirect subscription rights, which can be exercised until (and including) December 3, 2020. The subscription ratio is 1:9. This means that for every nine existing shares of the Company one new share may be acquired at the subscription price. Subscription rights that are not exercised within this time period will expire and become worthless. New shares remaining unsubscribed are intended to be offered for sale to selected qualified investors in international private placements in accordance with the applicable securities legislation. It is expected that such a private placement would be completed on December 4, 2020.

The public offering of the new shares in Germany is exclusively made by means and on the basis of a securities prospectus approved by the German Federal Financial Supervisory Authority (BaFin), which is available, inter alia, on the website of KION GROUP AG (https://www.kiongroup.com/en/Investor-Relations/Capital-Increase/index.jsp). Approval was granted on November 19, 2020.

There is no and will be no public offering outside Germany and the prospectus was not and will not otherwise be approved by any other regulatory body. The offering outside Germany is subject to certain restrictions, including that the new shares will only be offered outside the United States of America (the "United States") in offshore transactions in reliance on Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act") and in the United States to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act.

Contact:
Company
KION GROUP AG
Theo-Rasche-Straße 8
60549 Frankfurt am Main
Tel +49 (0) 69 20 110 0
E-Mail: info@kiongroup.com

Investor Relations
Sebastian Ubert
Vice President Investor Relations
Tel +49 (0)69 201 107 329
sebastian.ubert@kiongroup.com

Antje Kelbert
Senior Manager Investor Relations
Tel +49 (0)69 201 107 346
antje.kelbert@kiongroup.com

Dana Unger
Senior Manager Investor Relations
Tel +49 (0)69 201 107 371
dana.unger@kiongroup.com

Important Notice

This publication is not an offer or a solicitation to buy or subscribe to securities in the United States of America ('USA'), in Australia, Canada, Japan, or other jurisdictions in which an offer is prohibited by law.

This publication and the information contained herein are for information purposes only and do not constitute a prospectus nor do they contain an offer to sell securities in the USA or a solicitation of an offer to buy securities in the USA. None of the securities referred to herein have been nor will they be registered in accordance with the provisions of the U.S. Securities Act of 1933, as amended ('U.S. Securities Act') or in accordance with the applicable laws in any federal state of the United States of America. Without such registration, these securities may not be offered, sold, or in any other way transferred, with the exception of securities that are offered and sold pursuant to an exemption from the registration requirements of the U.S. Securities Act. If a public offer of securities were to take place in the USA, this would be carried out by means of a prospectus approved by the U.S. Securities and Exchange Commission (the 'SEC') and available from KION GROUP AG (the 'Company') that contained detailed information about the Company and its management, and financial information. Neither the Company nor any of its shareholders intends to register the shares referred to herein in the USA. There will be no public offering in the USA and any prospectus will not be approved by the SEC.

This publication does not constitute an offer to sell nor a solicitation to buy any securities. Any offer is made exclusively by means of and on the basis of the published subscription offer and the prospectus approved by the German Federal Financial Supervisory Authority (BaFin - Bundesanstalt für Finanzdienstleistungsaufsicht) and published in Germany, supplemented by additional information relating to the offer outside Germany. The prospectus was published on the Company's website at https://www.kiongroup.com/en/Investor-Relations/Capital-Increase/index.jsp after approval by BaFin on November 19, 2020. The subscription offer was published on November 19, 2020. The prospectus is available free of charge from KION GROUP AG, Thea-Rasche-Strasse 8, 60549 Frankfurt am Main, Germany, during usual business hours and 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 is not a prospectus nor an offer of securities to the public in the United Kingdom to which section 85 of the UK Financial Services and Markets Act 2000 applies, and must not be construed as a recommendation to any person to subscribe or to buy securities under the offer. This document will be sent only to: (i) persons outside the United Kingdom; (ii) persons who are investment professionals as defined in Article 19(5) of the UK 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 that are covered by Article 49(2)(a) to (d) of the Order (the aforementioned persons also referred to as 'Relevant Persons' below). Any person who is not a Relevant Person must not act or rely on this release or its contents. Any investment or investment activity to which this release relates will be available only to Relevant Persons and will be engaged in only with Relevant Persons. This document (or parts thereof) must not be published, reproduced, distributed, or otherwise made available to third parties without the prior consent of the Company.

Forward-Looking Statements

This document contains forward-looking statements. These statements reflect the current views, expectations, and assumptions of the Company's management and are based on information available to the management at the present time. Forward-looking statements are subject to known and unknown risks and uncertainties and contain no guarantee of future performance and developments. The actual future performance and developments may vary significantly from the expectations and assumptions expressed herein due to a variety of factors including, but not limited to, changes in the general economic situation and the competitive situation in the market (including due to the COVID 19 pandemic). Developments in the financial markets and exchange rate fluctuations, changes to national and international laws, particularly with regard to tax rules, and other factors may also influence the future performance and developments of the Company. Neither the Company nor any company affiliated with it assumes any obligation to update the statements contained in this release.

 

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