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HOCHTIEF Aktiengesellschaft / Key word(s): Capital increase
HOCHTIEF Aktiengesellschaft decides on the subscription price for the capital increase against contribution in cash with exclusion of the subscription right

09-Jun-2022 / 00:51 CET/CEST
Disclosure of inside information acc. in Article 17 MAR of Regulation (EU) No 596/2014, transmitted by DGAP – a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.


HOCHTIEF Aktiengesellschaft decides on the subscription price for the capital increase against contribution in cash with exclusion of the subscription right

Essen, June 9, 2022 – The management of the HOCHTIEF Aktiengesellschaft (the “Company“) decided on June 8, 2022, with the approval of the Supervisory Board, to increase the share capital of the Company from 18,085,358.08 euros to 198,940,928.00 euros by issuing 7,064,593 new shares against cash contribution. The Management Board of the Company has decided, following an acceleration of the book building, to set the subscription price at EUR 57.50. The subscription price is therefore not significantly lower than the market price of the shares. de HOCHTIEF Aktiengesellschaft.ACS, Actividades de Construcción y Servicios, SA, Madrid (Spain) was granted 85% of the total number of new shares.

contact: [email protected]

Information and explanations from the issuer to this news:

This publication may not be published, distributed or transmitted, directly or indirectly, in the United States of America (including its territories and possessions), Canada, Japan or Australia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

This publication does not constitute an offer to sell securities or a solicitation of an offer to buy securities of HOCHTIEF Aktiengesellschaft (“HOCHTIEF”) or any of its subsidiaries in the United States of America, Germany or in any other jurisdiction. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment in any jurisdiction. The securities referred to herein may not be offered or sold in the United States of America absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the “Securities Act”). The securities of HOCHTIEF have not been and will not be registered under the Securities Act.

In the UK, this announcement is directed only to persons who are “accredited investors” within the meaning of the UK Prospectus Regulation (Regulation (EU) 2017/1129, as it forms part of national law under the Union (Withdrawal) Act 2018) and who (i) are investment professionals falling within section 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “ Ordinance”), (ii) are persons falling under Article 49(2)(a) to (d) of the Ordinance (asset societies, unincorporated associations, etc.) or (iii) to whom they may otherwise be lawfully communicated (all of these persons being referred to as persons”). This document should not be used or relied upon by persons who are not Data Subjects. Any investment or investment activity to which this document relates is only accessible to Relevant Persons and will only be engaged in with Relevant Persons.

In the member states of the European Economic Area, the placement of the securities described in this press release (the “Placement”) is intended exclusively for persons who are “qualified investors” within the meaning of Regulation (EU) 2017/1129 of European Parliament. and of the Board of June 14, 2017 (Prospectus Regulation).

HOCHTIEF may be classified as a “passive foreign investment corporation” (PFIC) for US federal income tax purposes. Investors subject to US federal income tax should consult their own tax advisors in connection with their investment in HOCHTIEF shares.

No action has been taken which would permit an offering of securities, a purchase of securities or the possession or distribution of this announcement in any jurisdiction where action for this purpose is required. Persons in possession of this announcement are required to inform themselves about and observe these restrictions.

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

In connection with the Placement, Deutsche Bank Aktiengesellschaft and JP Morgan SE (the ‘Joint Bookrunners’) act exclusively for HOCHTIEF. They will not treat any other person as their respective client with respect to the Placement and will not be responsible for or provide protection to anyone other than HOCHTIEF nor will they provide advice to anyone other than HOCHTIEF with respect to the Placement, the content of this advertisement or any other matter referred to herein.

In connection with the Placement, the Joint Bookrunners and any of their affiliates, acting as investors on their own account, may subscribe for or purchase securities of HOCHTIEF and may otherwise deal on their own account. Accordingly, references to securities issued or sold should be read as including any issue, offer or sale to Joint Bookrunners and any of their affiliates acting as investors on their own behalf. In addition, each Joint Bookrunner or their respective affiliates may enter into financing and swap agreements with investors under which such Joint Bookrunners (or their affiliates) may from time to time acquire, hold or dispose of shares of HOCHTIEF. The Joint Bookrunners do not intend to disclose the extent of such investments or transactions other than in accordance with any legal or regulatory obligation to do so.

None of the Joint Bookrunners or any of their respective directors, officers, employees, advisors or agents accepts any liability or makes any representation or warranty, express or implied, as to the truthfulness, accuracy or the completeness of the information contained in this announcement (or if information has been omitted from the announcement) or, with a limited exception, any other information relating to HOCHTIEF, its subsidiaries or associated companies, whether written, oral or in visual or electronic form, and however transmitted or made available or for any loss resulting from any use of this announcement or its contents or otherwise arising in connection therewith.

Information to distributors

In accordance with EU product governance requirements, the titles referred to herein have gone through a product approval process, whereby each distributor has determined that these titles are: ( i) compatible with an ultimate 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 authorized by MiFID II. Any distributor subsequently offering the securities referred to herein is responsible for undertaking its own assessment of the target market in respect of such securities and determining the appropriate distribution channels.

June 09, 2022 CET/CEST DGAP distribution services include regulatory announcements, financial/corporate news and press releases.
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