Schffler gs public

2015-09-21 | 000-006-114 DE-EN

SCHAEFFLER AG, HERZOGENAURACH

Schaeffler goes public

Placement with institutional investors of up to 166 million new and existing non-voting common shares of Schaeffler AG

Shares to be listed on Frankfurt Stock Exchange

Net proceeds for debt reduction

Further strengthening of capital structure for future profitable growth

Global automotive and industrial supplier Schaeffler today announced its intention to place up to 166 million new and existing non-voting common shares of Schaeffler AG with institutional investors and to list these shares on the regulated market (Prime Standard) of the Frankfurt Stock Exchange.

The new and existing non-voting common shares will be distributed broadly to institutional investors in Europe, North America and elsewhere through a bookbuilding process. Of the up to 166 million non-voting common shares, up to 100 million shares will be sold by Schaeffler Verwaltungs GmbH, a holding company of the Schaeffler family. A further 66 million shares result from a capital increase of Schaeffler AG. After closing of the transaction, the free float is expected to be approximately 25 percent.

The intended placement and listing of non-voting common shares of Schaeffler AG is a milestone in the history of our company. At the same time it is the final step of the realignment of our capital and corporate structure. Thus, we have put in place the two-pillar model, which we have consistently worked on for several years, with a strategically focused holding company at the top, , explained Georg F. W. Schaeffler, Shareholder and Chairman of the Supervisory Board of Schaeffler AG.

Maria-Elisabeth Schaeffler-Thumann, Shareholder and Deputy Chairperson of the Supervisory Board, said: The Schaeffler Group will remain a family business in the future. As shareholders we will take responsibility to further successfully develop our company in the interest of our customers, our suppliers, and our many employees.

The proceeds of the issuance will be used to reduce financial indebtedness on both the level of Schaeffler AG and Schaeffler Holding. The purpose of the transaction is to sustainably improve the financial strength of Schaeffler AG and the Schaeffler Holding companies and, thus, to provide the basis for the continuation of the successful growth of the Schaeffler Group achieved over the last years. Klaus Rosenfeld, CEO of Schaeffler AG, stated: Over the last years we have consistently focused the Schaeffler Group towards the capital markets. The planned listing is a strategic step to further reduce our indebtedness and to improve the capital structure. We thus obtain further financial flexibility to seize additional growth opportunities.

Schaeffler AG aims to pay a dividend of 25 to 35 percent of the annual net income to shareholders, starting with the fiscal year 2015. In addition to the reduction of the indebtedness of Schaeffler AG through the proceeds from the listing, management has committed to repaying a further EUR 1 billion of debt from operating cash flow by 2018.

During the first half of 2015 revenues grew 4.9 percent at constant currency and 12.4 percent including the impact of currency translation, respectively. Against the backdrop of a weaker than expected market development over the summer months, in particular in the Automotive business in China, the company now expects revenues for the year 2015 to grow at approximately 4 to 5 percent at constant currency. Schaeffler expects to continue to achieve a strong profitability in the full year 2015 at a similar level compared to the first half of 2015. This does not include one-off items, such as costs for the transaction and already announced restructuring measures in the Industrial business.

Klaus Rosenfeld concluded: Despite the slight decrease in the summer months we are on track to expand our business this year again and will thereby continue our long-term profitable growth.

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.

Disclaimer

These materials may not be published, distributed or transmitted in the United States, Canada, Australia or Japan. These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities (the Shares ) of Schaeffler AG (the Company ) in the United States, Germany or any other jurisdiction. The Shares of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the Securities Act ). The Shares of the Company have not been, and will not be, registered under the Securities Act.

In the United Kingdom, this document is only being distributed to and is only directed at persons who (i) are investment profes

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