AD-HOC ANNOUNCEMENT

 

NOT FOR DISTRIBUTION, PUBLICATION OR TRANSMISSION (IN WHOLE OR IN PART), DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER COUNTRY IN WHICH SUCH PUBLICATION, RELEASE OR TRANSMISSION WOULD BE UNLAWFUL. FURTHER RESTRICTIONS APPLY. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

 

Publication of inside information pursuant to Article 17 (1) of Regulation (EU) No. 596/2014 on Market Abuse (Market Abuse Regulation - MAR)

 

Talanx AG announces cash capital increase by way of an accelerated bookbuilding process

Talanx AG ("Talanx") today initiated a capital increase of up to EUR 300 million against cash contributions by partially utilizing the authorized capital to increase the free float. The proceeds will further enhance the already solid capitalization of the group to support further organic and inorganic growth in line with the disciplined approach for the execution of strategic acquisitions. The share capital of Talanx is expected to increase through the issuance of new no-par value registered shares (the "Primary Shares") against cash contributions with exclusion of subscription rights for existing shareholders pursuant to and in accordance with the statutory requirements of Section 186 of the German Stock Corporation Act (AktG). The Primary Shares will carry full dividend rights for the current financial year from 1 January 2023. Talanx is reaffirming its earnings guidance for the current year as well as its medium-term goals, also on the basis of the increased equity base going forward. This applies in particular to the target dividend payments to shareholders. Talanx AG continues to plan to pay its shareholders a dividend of more than EUR 2.00 per share for the financial year 2023. The expected positive effects in relation to the recent acquisition of Liberty Mutual in Latin America are not yet reflected in the medium-term-goals which are set to achieve a profit of 1.6bn by 2025.

In addition, the majority shareholder of Talanx AG, HDI V.a.G., currently the largest shareholder of the company with 78.9 %, has decided to offer for sale additional Talanx shares in the amount of up to EUR 100 million (approx. 0.6 % of the current share capital) from its own holdings (the "Secondary Shares") in order to further enhance the free float. Consequently, the free float of the shares will increase from currently 21.1 % to approx. 23.2 % post completion of the transaction[1]. This will reduce HDI V.a.G.'s shareholding to approx. 76.8 %.

The Primary and Secondary Shares will be exclusively offered to qualified investors in a private placement by way of an accelerated bookbuilding procedure. The private placement will be initiated immediately after this announcement. The final number of Primary Shares to be issued as well as the Secondary Shares to be sold, the placement price and the final gross proceeds will be determined and announced after the completion of the accelerated bookbuilding process. Following the private placement, Talanx and HDI V.a.G. will, subject to certain customary exceptions, be subject to a 180-day lock-up, i.e. an obligation not to, inter alia, issue any further shares or financial instruments convertible into shares or to carry out a further capital increase or to sell any further Secondary Shares.

The prospectus-free admission of the Primary Shares to trading in the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) on the Frankfurt Stock Exchange and the Hanover Stock Exchange is expected to take place on 25 September 2023. The first trading day of the Primary Shares and the delivery of both the Primary and the Secondary Shares to investors are expected to take place on or about 27 September 2023.

 

Important notice

This announcement may not be published, distributed or transmitted, directly or indirectly, in the United States of America (including its territories and possessions), Canada, Japan or Australia or any other jurisdiction where such announcement could be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons who are in possession of this document or other information referred to herein should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not constitute an offer of, or a solicitation of an offer to purchase, securities of Talanx Aktiengesellschaft or of any of its subsidiaries in the United States of America, Germany or any other jurisdiction. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, an offer in any jurisdiction. The securities offered will not be and have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act.

In the United Kingdom, this announcement is only directed at persons (i) who are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order"), (ii) are falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) or (iii) to whom it may otherwise be lawfully communicated (all such persons together being referred to as "Relevant Persons")). This document must not be acted on, or relied upon, 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.

In member states of the European Economic Area and the United Kingdom the placement of securities described in this announcement (the "Placement") is directed exclusively at persons who are "qualified investors" within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (Prospectus Regulation).

No action has been taken that would permit an offering or an acquisition of the securities or a distribution of this announcement in any jurisdiction where such action would be unlawful. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.

This announcement does not constitute a recommendation concerning the Placement. Investors should consult a professional advisor as to the suitability of the Placement for the person concerned.

This release may contain forward looking statements, estimates, opinions and projections with respect to anticipated future performance of Talanx Aktiengesellschaft ("forward-looking statements"). These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes," "estimates," "anticipates," "expects," "intends," "may," "will" or "should" or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current views, expectations and assumptions of the management of Talanx Aktiengesellschaft and involve significant known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Forward-looking statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Any forward-looking statements included herein only speak as at the date of this release. We undertake no obligation, and do not expect to publicly update, or publicly revise, any of the information, forward-looking statements or the conclusions contained herein or to reflect new events or circumstances or to correct any inaccuracies which may become apparent subsequent to the date hereof, whether as a result of new information, future events or otherwise. We accept no liability whatsoever in respect of the achievement of such forward-looking statements and assumptions.

 

Information to Distributors

Pursuant to EU product governance requirements, the shares have been subject to a product approval process, under which each distributor has determined that such 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. Any distributor subsequently offering the shares is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels.

^[1] Calculated based on XETRA closing price of Talanx shares from 18 September 2023.

Contact:
Bernd Sablowsky
Head of Investor Relations
HDI-Platz 1
30659 Hannover
Tel: +49 511 3747 2231