THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION IS UNLAWFUL. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER TO SELL OR ACQUIRE SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR IN ANY OTHER JURISDICTION.
Robert Bosch GmbH announces Reverse Accelerated Bookbuild to acquire shares in Ceres Power Holdings plc at a price of 320 pence per share
Robert Bosch Investment Nederland B.V. ("Bosch", the "Purchaser"), a wholly owned subsidiary of Robert Bosch GmbH ("Bosch Group"), announces its intention to purchase up to approximately 13.0 million ordinary shares of Ceres Power Holdings plc (AIM: CWR, "Ceres Power", the "Company") at a price of 320 pence per share via a reverse accelerated bookbuild ("RABB"). Bosch intends to proceed with the purchase subject to purchasing a minimum of approximately 12.3 million shares and pursuant to market soundings carried out prior to the release of this announcement, Bosch has received irrevocable commitments from certain existing shareholders for this number of shares.
This RABB is being executed in conjunction with a proposed subscription by Bosch for 11,888,070 new ordinary shares of Ceres Power representing approximately 7.7 per cent. of the Company's existing issued ordinary share capital (the "Primary Placing"), announced by Ceres Power in a separate announcement today.
On completion of the Primary Placing and the RABB, the Purchaser will acquire a total of between approximately 24.2 million and approximately 24.8 million ordinary shares in Ceres Power. The Bosch Group already holds approximately 6 million shares in Ceres Power. Following the completion of the Primary Placing and the RABB, and assuming Weichai Power exercises its anti-dilution rights, the Bosch Group and its subsidiaries will hold between 17.8% and 18.2% of the enlarged issued share capital of Ceres Power.
The Primary Placing is conditional among other things upon Bosch acquiring at least approximately 12.3 million ordinary shares pursuant to the RABB. For further details on the Primary Placing, please refer to the announcement made by Ceres Power earlier today. Both the new shares being issued via the Primary Placing and the existing shares being purchased from existing shareholders through the RABB will be effected at a price of 320p per ordinary share (a 29.5% premium to the volume weighted average closing mid-market share price for the 3 months to 21 January 2020 ("VWAP")).
Deutsche Bank AG ("Deutsche Bank") is acting as Sole Bookrunner for the RABB on behalf of Bosch.
The opportunity to participate in the RABB will be made available to certain professional investors outside the United States in addition to the existing shareholders who have given irrevocable commitments to sell shares. The books for the RABB will be opened immediately following this announcement. The final number of shares to be purchased will be agreed at the close of the RABB process at the sole discretion of Bosch and Deutsche Bank, and the results of the RABB will be announced as soon as practicable thereafter. To the extent that the RABB is oversubscribed, applications will be scaled back (whether on a pro rata basis or otherwise) at the sole discretion of Bosch and Deutsche Bank.
For further information contact:
Robert Bosch GmbH
+49 711 811 55508
Deutsche Bank AG (Sole Bookrunner)
+44 (0) 20 7545 8000
This announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into the United States, Australia, Canada or Japan or any other jurisdiction in which such publication or distribution is unlawful. This announcement is for information purposes only and the information contained herein does not constitute or form part of an offer to buy, sell, issue, acquire or subscribe for, or the solicitation of an offer to buy, sell, issue, acquire or subscribe for, any securities in the United States, Australia, Canada, Japan or in any other jurisdiction, nor shall there be any offer, solicitation, sale or purchase of securities in any jurisdiction in which such offer, solicitation, sale or purchase would be unlawful. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.
The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction.
The RABB is not being directed, directly or indirectly, to Ceres Power investors located in the United States of America, or to agents, nominees, trustees, custodians or other persons acting for the account or benefit of such U.S. shareholders, or in any other jurisdiction where to do so would be unlawful.
This announcement is only directed at (and is only being distributed to persons outside the United States who are) (i) persons in any member state of the European Economic Area who are qualified investors ("Qualified Investors") within the meaning of Article 2 of the Prospectus Regulation (Regulation (EU) 2017/1129 of 14 June 2017) (and amendments thereto to the extent implemented in the relevant member state); or (ii) persons in the United Kingdom who (A) have professional experience in matters relating to investments (i.e. investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order")), are high net worth entities falling within the meaning of Article 49(2)(a) to (d) of the Order or are persons to whom it can otherwise be lawfully distributed and (B) are qualified investors as defined in section 86(7) of the Financial Services and Markets Act 2000 (such persons referred to in this sub-paragraph (ii) being "relevant persons"). This release must not be acted on or relied on (a) in the United Kingdom, by persons who are not relevant persons, or (b) in any member state of the European Economic Area (other than the United Kingdom), by persons who are not Qualified Investors, or (c) elsewhere, by persons who are not permitted to sell or dispose of securities in the RABB pursuant to applicable legislation.
Any investment or investment activity referred to in this announcement is only available to, and will only be engaged in with, (1) relevant persons, in the United Kingdom; (2) Qualified Investors, in any member state of the European Economic Area (other than the United Kingdom); and (3) persons elsewhere who are permitted to sell or dispose of securities in the RABB pursuant to applicable legislation. Deutsche Bank reserves the absolute right to determine who may participate in the RABB.
Participating in the RABB shall constitute an irrevocable offer to sell to Bosch the total number of shares accepted for purchase by Deutsche Bank on behalf of Bosch. Investors offering shares for purchase in the RABB will be deemed to represent, warrant and undertake to Deutsche Bank and Bosch that: (a) the investor is the legal and beneficial owner and has full power and authority to sell, assign or transfer the shares being sold in the RABB (together with all rights attaching thereto) and, when the same are purchased by Bosch, Bosch will acquire such shares free and clear of all liens, charges, restrictions, claims, equitable interests, encumbrances, pre-emption rights and third party rights and together with all rights attaching thereto and such representation and warranty will be true in all respects at the time Bosch purchases such shares as if it had been entered into anew at such time and shall not be extinguished by such purchase; (b) such investor shall do all such acts and things as shall be necessary or expedient, and execute any additional documents deemed by Deutsche Bank or Bosch to be desirable, to complete the purchase of the shares referred to in this paragraph; (c) such investor has fully observed any applicable legal requirements, the RABB may be made to him under the laws of all relevant jurisdictions, and the investor's offer to sell shares to Bosch, and any acceptance thereof, shall not be unlawful under the laws of any jurisdiction. Deutsche Bank shall be under no obligation to purchase any shares in the RABB if its arrangements with Bosch terminate.
No document soliciting intentions to sell securities has been or will be prepared in connection with any of the transactions described in this announcement. Any investment decision to sell securities as part of the RABB must be made solely on the basis of publicly available information. Such information is not the responsibility of, and has not been independently verified by, Deutsche Bank or Bosch or any of their respective affiliates.
Deutsche Bank AG is authorised under German Banking Law (competent authority: European Central Bank) and, in the United Kingdom, by the Prudential Regulation Authority. It is subject to supervision by the European Central Bank and by BaFin, Germany's Federal Financial Supervisory Authority, and is subject to limited regulation in the United Kingdom by the PRA and the FCA. Details about the extent of Deutsche Bank's authorisation and regulation by the PRA, and regulation by the FCA, are available on request.
Deutsche Bank is acting exclusively for Bosch and no other person in connection with the RABB. Deutsche Bank will not regard any other person as its client in relation to the RABB and will not be responsible to any other person for providing the protections afforded to its clients, nor for providing advice in relation to the contents of this announcement or any transaction, arrangement or other matter referred to herein (including, without limitation, the RABB).
Neither Deutsche Bank nor any of its affiliates nor any of their respective 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 announcement (or whether any information has been omitted from the announcement) or any other information relating to Bosch or the Company or any of its or their subsidiaries or associated companies, 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 announcement or its contents or otherwise arising in connection therewith.