Volkswagen greenlights IPO plans for Porsche AG

A possible IPO of Porsche AG would be a significant next step in the transformation of Volkswagen, which has been successfully initiated. The company is transforming itself into a vertically integrated mobility group and aims to become one of the leading providers of software-based mobility.

In preparation for a potential IPO, Porsche AG’s share capital has been divided into 50 percent preferred shares and 50 percent ordinary shares. In the course of the potential IPO, it is planned to place a total of up to 25 percent of the preferred shares with investors. In this context, Porsche Automobil Holding SE would acquire 25 percent plus one of the ordinary shares of Porsche AG from Volkswagen AG – at the placement price of the preference shares plus a premium of 7.5 percent.

«The automotive industry is transforming at a rapid pace. This transformation involves significant investment in new technologies. With its ten strong group brands, Volkswagen intends to continue to occupy a leading position in the market for battery-electric, increasingly automated and software-based mobility. With an IPO of Porsche, the Volkswagen Group could open a new chapter in its corporate history. The IPO would give the Group more entrepreneurial flexibility to implement the NEW AUTO strategy and generate tangible tailwind for the transformation towards an integrated mobility company,» said Dr. Arno Antlitz, Chief Financial Officer, Chief Operating Officer and Member of the Group Board of Management of Volkswagen AG.

For Porsche AG, the IPO would mean greater agility and entrepreneurial freedom. It would also better enable Porsche to implement its already successful strategy.

In the event of an IPO, it is intended to appoint Micaela le Divelec Lemmi, Melissa Di Donato Roos and Hauke Stars as new members of the Supervisory Board of Porsche AG. Dr. Arno Antlitz commented: «I am pleased that we have been able to win Micaela le Divelec Lemmi, Melissa Di Donato Roos and Hauke Stars for the Supervisory Board of Porsche AG. They are accomplished experts in the luxury and technology sector respectively and would accompany Porsche AG’s path constructively and critically».

Private investors can invest in Porsche preferred shares

The preferred shares are targeted to be listed on the Regulated Market of the Frankfurt Stock Exchange (Prime Standard) at the end of September or beginning of October 2022 and is expected to be completed by year end, subject to capital market conditions. Qatar Investment Authority (QIA) has expressed strong interest to act as cornerstone investor in the Porsche AG IPO and intends to commit to an investment of 4.99% of the preference share capital in the IPO of Porsche AG, subject to the execution of a cornerstone investment agreement. In addition to institutional investors, the preferred shares are planned to also be offered to private investors in Germany, Austria, Switzerland, France, Italy and Spain.

Acting as Joint Global Coordinators and Joint Bookrunners in connection with the proposed transaction are: BofA Securities, Citigroup, Goldman Sachs and J.P. Morgan. BNP Paribas, Deutsche Bank, Morgan Stanley, Santander, Barclays, Société Générale, UniCredit are acting as Joint Bookrunners. Commerzbank, Crédit Agricole, LBBW and Mizuho are acting as Co-lead managers.

VW shareholders to benefit from special dividend

In the event of a successful IPO, Volkswagen AG would hold an extraordinary general meeting in December 2022 and propose to its shareholders the payment of a special dividend: here, 49 percent of the total gross proceeds from the placement of the preferred shares and the sale of the ordinary shares would be distributed to shareholders, probably early next year.

Industrial cooperation would continue

Volkswagen AG would continue to hold the majority of Porsche AG’s ordinary and preferred shares after the IPO and would fully consolidate the sports car manufacturer in its consolidated financial statements as before. The existing industrial and strategic cooperation between Volkswagen AG and Porsche AG would also be continued. Both companies would thus continue to benefit from synergies and innovations arising from the technology platforms Mechatronics, Software, Battery & Charging and Mobility Solutions defined within the NEW AUTO strategy.

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 will be 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, P.O. Box, 8098 Zürich, swiss-prospectus@ubs.com. The approval of the securities prospectus by the German Federal Financial Supervisory Authority («BaFin») should not be understood as an endorsement of the investment in any shares in Porsche. It is recommended that investors read the securities prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the shares. Investment in shares entails numerous risks, including a total loss of the initial investment, which will be 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. This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada or Japan. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (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. There will be no public offer of securities in the United States.
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 investorrelations.porsche.com 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) and who (i) 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) are persons to whom this communication may otherwise be lawfully communicated (all such persons together being referred to as «Relevant Persons»). The securities are available only to, and any invitation, offer or agreement 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 Volkswagen AG’s current views about future events. The words «will,» «target,» «aim,» «ambition», «anticipate,» «assume,» «believe,» «estimate,» «expect,» «intend,» «may,» «can,» «could,» «plan,» «project,» «should» and similar expressions are used to identify forward-looking statements. These statements are subject to many risks, uncertainties and assumptions. If any of these risks and uncertainties materializes or if the assumptions underlying any of Volkswagen AG’s forward-looking statements prove to be incorrect, the actual results may be materially different from those Volkswagen AG expresses or implies by such statements. Forward-looking statements in this announcement are based solely on the circumstances at the date of publication.
Subject to compliance with applicable law and regulations, neither Porsche AG nor any other member of the Porsche Group, nor Volkswagen AG nor any other member of the Volkswagen Group, nor BofA Securities Europe SA, Citigroup Global Markets Europe AG, Goldman Sachs Bank Europe SE, J.P. Morgan SE, BNP Paribas, Deutsche Bank Aktiengesellschaft, Morgan Stanley Europe SE, Banco Santander, S.A., Barclays Bank Ireland Plc, Société Générale, UniCredit Bank AG, COMMERZBANK Aktiengesellschaft, Crédit Agricole Corporate and Investment Bank, Landesbank Baden-Württemberg and Mizuho Securities Europe GmbH (together, 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.

This announcement does not purport to contain all information required to evaluate Porsche AG, the Porsche Group and/or their respective financial position(s). Financial information (including percentages) has been rounded according to established commercial standards. Certain industry, market and competitive position data contained in this announcement come from third party sources. Third party industry publications generally state that the information they contain originates from sources assumed to be reliable, but that the accuracy and completeness of such information is not guaranteed and that the calculations continued therein are based on assumptions. While Volkswagen AG believes that each of these publications has been prepared by a reputable source, neither Volkswagen AG nor any of its representatives have independently verified the market data and other information on which third parties have based their studies or make any representation or give any warranty as to the accuracy or completeness of such information. Accordingly, reliance should not be placed on any of the industry, market or competitive position data contained in this announcement.

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 and 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. In addition, the Banks and their respective affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which the Banks and their 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.