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Porsche Initial Public Offering Prospectus

Posted: Posted:

Porsche IPO

A prospectus of securities relating to the Porsche IPO has been issued on September 19, 2022.

*This is an announcement made in Germany, not for the United States, Australia, Canada, Japan, or any other jurisdiction where this announcement is illegal (see the long note at the bottom of this article). .

This time, Porsche AG announced the following:

  • The price range of the preferred shares is set between €76.50 and €82.50 per share
  • Price range represents a value of €8.71bn to €9.39bn (including potential over-allotment)
  • The offer period is scheduled for September 20, 2022 to September 28, 2022
  • QIA, Norges Bank Investment Management, T. Rowe Price and ADQ to subscribe preferred stock worth up to €3.68 billion in aggregate as cornerstone investors if final offer price is capped
  • The preferred shares are scheduled to be listed on the Frankfurt Stock Exchange's regulated trading (Prime Standard) around September 29, 2022 and trading is scheduled to begin.

Lutz Meschke, director of finance and IT at Porsche AG, said Porsche's IPO is on track, and with a robust business model and strong financial track record, Porsche is ready to go public. About.

Ahead of the IPO, the share capital of Porsche AG is 911 million shares (911 million shares)! ! of which 50% are preferred shares and 50% are bearer shares.

No, I'm at the level where I think "oh" just by dividing this stock capital into 911 (laughs).

Porsche IPO prospectus available here:Porsche official website

The following is the important information that Porsche AG posted in this announcement, so I will reprint it as it is ↓

IMPORTANT NOTICE

This announcement is an advertisement for the purposes of the prospectus regulation EU 2017/1129 ("Prospectus Regulation"). It does not constitute an offer to purchase any shares in Porsche AG and does not replace the securities prospectus which is available free of charge, together with the relevant translation (s) of the summary, at www.porsche.com/ipo. In addition, copies of such securities prospectus will be available free of charge in Switzerland from UBS AG, Investment Bank, Swiss Prospectus Switzerland, PO Box, 8098 Zürich, swiss -prospectus@ubs.com. The approval of the securities prospectus by the German Federal Financial Supervisory Authority ("BaFin") shall not be understood as an endorsement of the investment in any shares in Porsche. before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the shares. of the initial investment, which is described in chapter 1 "Risk Factors" of the securities prospectus. This document constitutes advertising in accordance with article 68 of the Swiss Financial Services Act. Such advertisements are communications to investors aiming to draw their attention to financial instruments. .

The information contained herein does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction.

This announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada or Japan. a part of any offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada or Japan. the "Securities Act").

The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act.

In any EEA Member State other than Germany, Austria, France, Italy and Spain, this communication is only addressed to and is only directed at "qualified investors" in that Member State within the meaning of Article 2(e) of the Prospectus Regulation.

This document is not a prospectus within the meaning of the Swiss Financial Services Act. In Switzerland, an investment decision regarding the publicly offered securities of Porsche AG should only be made on the basis of the securities prospectus as filed with the SIX Exchange Regulation Ltd. pursuant to article 54(2) of the Swiss Financial Services Act immediately after approval by BaFin. This communication constitutes advertising within the meaning of article 68 of the Swiss Financial Services Act. Copies of the prospectus, once approved and published, may be obtained free of charge in electronic form at www.porsche.com/ipo or in printed form, upon request from UBS AG, Bahnhofstrasse 45, 8001 Zurich, Switzerland.

In the United Kingdom, this publication is being distributed only to and is directed only at persons who are "qualified investors" within the meaning of Article 2 of the Prospectus Regulation as it forms part of retained EU law in the United Kingdom as defined in the European Union (Withdrawal) Act 2018 (as amended) (i) who have professional experience in matters relating to investments falling within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) are persons who are high net worth bodies corporate, unincorporated associations and partnerships and the trustees of high value trusts, as described in Article 49(2)(a) to (d) of the Order or (iii) persons to whom this communication may otherwise be lawfully communicated (all such persons together being referred to as "Relevant Persons"). to subscribe, purchase or otherwise acquire such securities will be available only to or will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.

This announcement contains forward-looking statements that reflect Porsche's current views about future events. "expect," "intend," "may," "can," "could," "plan," "project," "should" and similar expressions are used to identify forward-looking statements. If any of these risks and uncertainties materializes or if the assumptions underlying any of Porsche's forward-looking statements prove to be incorrect, the actual results may be materially different from those Porsche expresses or implies by such statements. statements in this announcement are solely based on the circumstances at the date of publication.

The forward-looking financial information set forth above is based on a number of assumptions, including no significant deterioration of economic conditions or the COVID-19 pandemic situation in Porsche's main markets, no significant disruptions in the supply chain, especially relating to semiconductors, energy and materials parts and components, no material price increases of raw materials and no further escalation of the conflict in Ukraine. Such forward-looking financial information also assumes that in the second half of the fiscal year 2022 the euro remains weak against the currencies of Porsche's main markets.

Subject to compliance with applicable laws and regulations, neither Porsche AG nor any other member of the Porsche Group, nor Volkswagen AG, nor BofA Securities Europe SA, Citigroup Global Markets Europe AG, Goldman Sachs Bank Europe SE, JP Morgan SE, BNP Paribas, Deutsche Bank Aktiengesellschaft, Morgan Stanley Europe SE, Banco Santander, SA, Barclays Bank Ireland Plc, Société Générale, UniCredit Bank AG (together, the “Underwriters”), COMMERZBANK Aktiengesellschaft, Crédit Agricole Corporate and Investment Bank, Landesbank Baden-Württemberg and Mizuho Securities Europe GmbH (together with the Underwriters, the "Banks") nor their respective affiliates intend to update, review, revise or conform any forward looking statement contained in this announcement to actual events or developments whether as a result of new information, future developments or otherwise, and do not undertake any obligation to do so.

The Banks are acting exclusively for Porsche AG, the Selling Shareholder and Volkswagen AG and no-one else in connection with the planned IPO. They will not regard any other person as their respective clients in relation to the planned IPO and will not be responsible to anyone other than Porsche AG, the Selling Shareholder and Volkswagen AG for providing the protections afforded to its clients, nor for providing advice in relation to the offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the planned IPO, the Banks and their respective affiliates may take up a portion of the shares offered in the planned IPO as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of Porsche AG or related investments in connection with the planned IPO or otherwise. respective affiliates may from time to time acquire, hold or dispose of shares of Porsche AG. The Banks do not intend to disclose the extent of any such investment or transactions, other than in accordance with any legal or regulatory obligations to do so.

None of the Banks nor any of their respective affiliates nor any of the Banks' or such affiliates' directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this release (or whether any information has been omitted from the release) or any other information relating to Porsche AG, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available , or for any loss howsoever arising from any use of this release or its contents or otherwise arising in connection therewith.

To cover potential over-allotments, the Selling Shareholder has agreed to make available a specified number of Preferred Shares to the Underwriters. Shares allotted to cover over-allotments during the Stabilization Period (as defined below). In connection with the placement of Preferred Shares, BofA Securities Europe SA will act as the stabilization manager and may, as stabilization manager, make over-allotments and take stabilization measures in accordance with legal requirements (Art. 5(4) and (5) of Regulation (EU) No 596/2014 in conjunction with Articles 5 through 8 of Commission Delegated Regulation (EU) 2016/1052) to support the market price of the Preferred Shares and thereby counteract any selling pressure. The stabilization manager is under no obligation to take any stabilization measures. ily occur and may cease at any time. Such measures may be taken on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) from the date when trading in the Preferred Shares is commenced on the regulated market segment (regulier markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), expected on or around 29 September 2022, and must be terminated no later than 30 calendar days after this date (the “Stabilisation Period”). Stabilisation transactions aim at supporting the market price of Preferred Shares during the Stabilisation Period. result in the market price of Preferred Shares being higher than would otherwise have been the case.

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU ) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" ( for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Preferred Shares have been subject to a product approval process, which has determined that such Preferred 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 (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Preferred Shares may decline and investors could lose all or part of their investment; the Preferred Shares offer no guaranteed income and no capital protection; and an investment in the Preferred Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the offering. constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Preferred Shares.

THIS DOCUMENT IS NOT A PROSPECTUS BUT AN ADVERTISEMENT AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS ADVERTISEMENT EXCEPT ON THE BASIS OF THE INFORMATION CONTAINED IN THE PROSPECTUS.

Source:(Official) Prospectus for IPO of Porsche AG published

Related article:
Porsche to go public in 2022
To be listed on Porsche (probably still): Volkswagen AG decides to consider the possibility of Porsche IPO

Past movements:
◆ (December 2021) Rumors that the Piech clan will sell VW shares for Porsche IPO
◆ (October 2021) Volkswagen Group CEO seems to have stopped planning to list Porsche for the time being
◆ (March 2021) Volkswagen CEO opposes Porsche IPO
◆ (February 2021) News that Porsche may be listed

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