Private placement of existing shares in PVA TePla AG to institutional investors

Not for publication or distribution in the United States of America, Australia, Canada, Japan or South Africa or in any other jurisdiction in which offers or sales would be prohibited by applicable law.

Private placement of existing shares in PVA TePla AG to institutional investors

Frankfurt/Main - PA Beteiligungsgesellschaft mbH ("PA Beteiligungsgesellschaft"), core shareholder of PVA TePla AG (ISIN: DE0007461006), Ticker: TPE.GR) ("PVA Tepla"), announces its intention to sell up to 13.6% of all outstanding shares in PVA Tepla in a private placement to institutional investors. This will increase PVA TePla’s free float and the liquidity of its shares in the market as well as diversify the assets of Peter Abel and his family. The bookbuilding for the placement of the shares commences immediately.

PA Beteiligungsgesellschaft, which is controlled by Peter Abel and his family, currently holds c. 13.6% of PVA TePla AG. Assuming full placement of all offered shares, the free float in PVA TePla will increase to 100% of the outstanding shares.

PA Beteiligungsgesellschaft has agreed to a 6-month lock-up period in case of any residual holding.

Jefferies will act as Sole Global Coordinator and Sole Bookrunner in connection with the placement.

The information was submitted for publication at 17:45 CET on 02 March 2023 by Jefferies GmbH on behalf of PA Beteiligungsgesellschaft mbH.

Disclaimer / Important Note


This publication may not be published, distributed or transmitted, directly or indirectly, in the United States of America (including its territories and possessions), Australia, Canada, Japan or South Africa or any other jurisdiction where such an announcement would be unlawful. 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 herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
 
This publication does not constitute an offer of securities for sale or a solicitation of an offer to purchase the above mentioned securities in the United States, Germany or 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 whatsoever in any jurisdiction.
 
The securities of PVA TePla AG have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or under any applicable securities laws of any state or other jurisdiction of the United States  and may not be offered or sold, directly or indirectly, in or into the United States absent registration or in transactions exempt from or not subject to the registration requirements of  Securities Act. There will be no public offer of the securities in the United States.
 
This announcement may not be disseminated in the United States and/or within the United States and may not be distributed or forwarded to publications that are widely available in the United States.
 
In any EEA Member State these materials are only addressed to and are only directed at "qualified investors" in that Member State within the meaning of Article 2(e) of Regulation (EU) 2017/1129, as amended.

In the United Kingdom, these materials are only being distributed to and are only directed at persons who are "qualified investors" within the meaning of Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, and who are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), (ii) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.), or (iii) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons”). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.