Archive of Ad-hoc Announcements

2019

Delisting of VTG shares intended, major shareholder has announced public tender offer at of EUR 53, rights offering to partly refinance hybrid bonds with backing of major shareholder planned for the second quarter of 2019

VTG Aktiengesellschaft / Key word(s): Delisting
Delisting of VTG shares intended, major shareholder has announced public tender offer at of EUR 53, rights offering to partly refinance hybrid bonds with backing of major shareholder planned for the second quarter of 2019

24-Feb-2019 / 22:36 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the 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.


Delisting of VTG shares intended, major shareholder has announced public tender offer at of EUR 53, rights offering to partly refinance hybrid bonds with backing of major shareholder planned for the second quarter of 2019

Hamburg, February 24, 2019: Today, the executive board of VTG Aktiengesellschaft (VTG) with the approval of the supervisory board and in consultation with Warwick Holding GmbH (Warwick), which holds around 71% of the VTG shares, has resolved to delist the shares of VTG and to submit an application to withdraw the admission of VTG's shares for trading in the regulated market of the Frankfurt Stock Exchange after publication of a public delisting offer by Warwick. To this end, VTG - upon approval by the supervisory board - today concluded a delisting agreement with Warwick. In the agreement, Warwick has committed itself after the delisting to support and secure the planned rights offering using authorized capital in an amount of EUR 290 million. This amount will be used to partly refinance existing hybrid bonds by fully exercising its subscription rights and committing to acquire all shares not subscribed in the rights offering (backstop).
 
In addition, Warwick has committed itself in the delisting agreement to make a public tender offer to the VTG shareholders to purchase their shares in exchange for payment of the statutory minimum price of EUR 53. Further, the agreements stipulates that Warwick shall not conclude a domination and/or profit and loss transfer agreement until the conclusion of the shareholders' meeting in 2022 nor shall it change VTGs legal form until the conclusion of the shareholders' meeting in 2021. Warwick also commits to ensure, to the extent legally possible, that the supervisory board will have an independent chairman and at least two additional independent board members until the conclusion of the shareholders' meeting in 2022.
 
In light of the overall circumstances, the executive board and the supervisory board are of the opinion that the conclusion of a delisting agreement is in the interest of the company. The conclusion is mainly based on the benefits of a rights offering without placement risk. Furthermore, since the closing of the voluntary public tender offer of Warwick on December 19, 2018, the public equity capital market is a less viable option for financing VTG. The free float of VTG's shares has been reduced to below 14%, and the average daily trading volume has decreased significantly as compared with the last six months prior to the closing. Against this background, VTG has - subject to a detailed examination of the tender offer document and in consideration of its statutory obligations - agreed to support the public delisting offering. The executive board and the supervisory board will issue a reasoned statement pursuant to Sec. 27 German Takeover Act (WpÜG) regarding the public delisting offer.
 
The decision on the withdrawal of admission of the shares will be taken by the management of the Frankfurt Stock Exchange. The executive board expects the withdrawal, in accordance with the rules of the Frankfurt Stock Exchange, to come into effect three trading days after publication of the decision which shall occur immediately following the decision of the Frankfurt Stock Exchange.
 
After effectiveness of the withdrawal, VTG's shares will no longer be admitted for trading or be traded on a domestic regulated market or on a comparable foreign market.



Contact:
Christoph Marx
Head of Investor Relations
Tel.: 040 / 2354 - 1351
FAX: 040 / 2354 - 1350
ir@vtg.com


24-Feb-2019 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Archive at www.dgap.de

 


Language:English
Company:VTG Aktiengesellschaft
 Nagelsweg 34
 20097 Hamburg
 Deutschland
Phone:040 2354 1351
Fax:040 2354 1350
E-mail:ir@vtg.com
Internet:www.vtg.de
ISIN:DE000VTG9999
WKN:VTG999
Indizes:SDAX
Listed:Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange

 

End of Announcement     DGAP News Service

 

2018

The management board of VTG expects that the acquisition of the railcar leasing company Nacco by VTG Aktiengesellschaft can only be consummated subject to material conditions under merger control laws

VTG Aktiengesellschaft / Key word(s): Miscellaneous
The management board of VTG expects that the acquisition of the railcar leasing company Nacco by VTG Aktiengesellschaft can only be consummated subject to material conditions under merger control laws

25-Jan-2018 / 20:44 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.


The management board of VTG expects that the acquisition of the railcar leasing company Nacco by VTG Aktiengesellschaft can only be consummated subject to material conditions under merger control laws

On 1 July 2017, VTG Aktiengesellschaft ("VTG") made public that it will acquire from CIT Group Inc., New York City, USA ("CIT"), all shares in CIT Rail Holdings (Europe) SAS, Paris, France. CIT Rail Holdings (Europe) SAS is the owner of the Nacco Group, a European railcar leasing company with a fleet of approximately 14,000 rail freight cars. The consummation of the acquisition is subject to merger clearance in Germany and Austria.
 
Based on the current status of the discussions with the German Federal Cartel Office, the management board of VTG assumes that merger clearance can only be obtained subject to material conditions. Therefore, VTG has proposed to the Federal Cartel Office the disposal of significant parts of the acquired Nacco business which comprise around 30% of the Nacco Group's inventory of rail freight cars. The management board of VTG expects that the Federal Cartel Office will prolong its examination period (Phase II).
 
In case of a merger clearance subject to the aforementioned proposal, such disposal has to be implemented prior to consummation of the Nacco transaction and, economically, be borne by VTG. Therefore, the management board of VTG expects the Nacco transaction only to be completed in the second half of 2018. The expected EBITDA (Earnings before interest, taxes, depreciation and amortization) contribution from the Nacco transaction for the year 2018, which VTG estimated at announcement of the transaction at approximately EUR 100 million before transaction and integration costs for the entire year 2018, would as a result of the delay as well as the aforementioned proposal for the disposal be reduced significantly.



Contact:
Christoph Marx
Head of Investor Relations
Telephone: +49 (0) 40 23 54-1351
E-mail: christoph.marxmail@vtgweb.com


25-Jan-2018 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Archive at www.dgap.de

 


Language:English
Company:VTG Aktiengesellschaft
 Nagelsweg 34
 20097 Hamburg
 Deutschland
Phone:040 2354 1351
Fax:040 2354 1350
E-mail:ir@vtg.com
Internet:www.vtg.de
ISIN:DE000VTG9999
WKN:VTG999
Indizes:SDAX
Listed:Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange

 

End of Announcement     DGAP News Service

 

2017

VTG updates its earnings forecast - positive and negative effects in 2017 expected

VTG Aktiengesellschaft / Key word(s): Change in Forecast

17-Aug-2017 / 20:22 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.


VTG updates its earnings forecast - positive and negative effects in 2017 expected

Hamburg, August 17, 2017: The Executive Board of VTG AG today decided to update its EBITDA forecast (Earnings before interest, taxes, depreciation and amortization). Group EBITDA for the current financial year is now expected to range between EUR 330 million and EUR 360 million. Hitherto, a slight increase compared to the previous financial result of EUR 345.3 million has been anticipated.

VTG's European railcar leasing business saw an unusually high demand for railcars at the beginning of the third quarter, which requires the recommissioning of approximately 1,100 previously idle railcars. Since the recommissioning of unutilized railcars incurs expenses before additional earnings are realized, the growing demand in 2017 will initially reduce EBITDA. The Executive Board currently expects additional expenses of approximately EUR 4.0 million. Furthermore, it cannot be excluded that, as a result of the favorable economic indicators, the positive development in demand might continue in the fourth quarter and leading to further recommissioning expenses. In addition, at the beginning of August, under the supervision of the European Railway Agency (ERA), technical modifications of certain brake systems were adopted, which should lead to a further improvement of safety in rail freight transport. In this context, VTG needs to adjust the brake systems of approximately 950 container carriers, which will lead to an extraordinary expense of around EUR 2.5 million in 2017.

Finally, the Executive Board has included possible earnings effects resulting from the envisaged acquisition of Nacco in its forecast. Depending upon the date of the approval of the antitrust authorities this may result in a positive or negative earnings contribution depending on an early or late approval.

VTG will publish its second quarter 2017 result on August 29th. According to preliminary numbers Group revenue amounted to EUR 255.0 million in the second quarter 2017 after EUR 243.8 million in the first quarter 2017. EBITDA in the second quarter totaled EUR 86.7 million after EUR 76.6 million in the previous quarter. The utilization rate reached 91.2% at the end of the second quarter (Q1 2017: 90.3%).

The Executive Board confirms its forecast for Group revenue for the current year, according to which revenue is expected to slightly increase compared to previous year (previous year: EUR 986.9 million).

Investor contact:
Christoph Marx
Head of Investor Relations
Telephone: +49 (0) 40 23 54-1351
E-mail: christoph.marxmail@vtgweb.com

Press contact:
Gunilla Pendt
Head of Corporate Communications
Telephone: +49 (0) 40 23 54-1341
E-mail: gunilla.pendtmail@vtgweb.com


17-Aug-2017 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Archive at www.dgap.de


Sprache:Deutsch
Unternehmen:VTG Aktiengesellschaft
 Nagelsweg 34
 20097 Hamburg
 Deutschland
Telefon:040 2354 1351
Fax:040 2354 1350
E-Mail:ir@vtg.com
Internet:www.vtg.de
ISIN:DE000VTG9999
WKN:VTG999
Indizes:SDAX
Börsen:Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, Hamburg, Hannover, München, Stuttgart, Tradegate Exchange

 

Ende der Mitteilung       DGAP News-Service

VTG Aktiengesellschaft has signed an agreement on the acquisition of all shares of the railcar leasing company Nacco

VTG Aktiengesellschaft / Key word(s): Takeover

01-Jul-2017 / 04:05 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.


As at the date hereof, VTG Aktiengesellschaft ("VTG") has signed an agreement with an indirect subsidiary of CIT Group Inc., New York City, USA, pursuant to which VTG purchases all the shares of CIT Rail Holdings (Europe) SAS, Paris, France. CIT Rail Holdings (Europe) SAS is the owner of the Nacco group, a European railcar leasing company with a fleet of approximately 14,000 rail freight cars.

VTG expects a purchase price of approximately EUR 780 million plus all investments made by the Nacco group in rail freight cars between January 1 2017 and closing date which could sum up to EUR 140 million. The company intends to finance the transaction via a senior loan of up to EUR 500 million, a privately-placed hybrid bond of approximately EUR 300 million and the assumption of existing net debt of approximately EUR 120 million. It is envisaged to refinance the privately-placed hybrid bond via the capital market, potentially via a rights issue for the increase of VTG's capital from the authorized capital.

Depending on the investments in railcars made by Nacco in 2017, VTG expects a sales contribution of approximately EUR 120 million from the acquisition in the year 2018 and an EBITDA (Earnings before interest, taxes, depreciation and amortization) contribution of approximately EUR 100 million before transaction and integration costs.

The transaction is subject to consents and approvals, in particular, the clearance of the transaction by the competent antitrust authorities. The transaction is expected to be closed in the fourth quarter 2017.

Investor contact:
Christoph Marx
Head of Investor Relations
Telephone: +49 (0) 40 23 54-1351
E-mail: christoph.marxmail@vtgweb.com

Press contact:
Gunilla Pendt
Head of Corporate Communications
Telephone: +49 (0) 40 23 54-1341
E-mail: gunilla.pendt@vtg.com

 


01-Jul-2017 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Archive at www.dgap.de


Sprache:Deutsch
Unternehmen:VTG Aktiengesellschaft
 Nagelsweg 34
 20097 Hamburg
 Deutschland
Telefon:040 2354 1351
Fax:040 2354 1350
E-Mail:ir@vtg.com
Internet:www.vtg.de
ISIN:DE000VTG9999
WKN:VTG999
Indizes:SDAX
Börsen:Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, Hamburg, Hannover, München, Stuttgart, Tradegate Exchange

 

Ende der Mitteilung       DGAP News-Service