Goldman Sachs International Volkswagen AG - Stabilisation Notice (5667D)
27 June 2019 - 3:33AM
UK Regulatory
TIDMUK17 TIDMTTM
RNS Number : 5667D
Goldman Sachs International
26 June 2019
Not for distribution, directly or indirectly, in or into the
United States, Australia, Canada or Japan.
TRATON SE
Stabilisation Notice in accordance with Articles 6(1) and 8 of
Commission Delegated Regulation (EU) 2016/1052
26 June 2019
Goldman Sachs International (contact: John Bentinck; telephone:
+44 (0)20 7774 3408) hereby gives notice that the entity
undertaking stabilisation (the "Stabilisation Manager" named below
and its affiliates) may stabilise the offer of the following
securities in accordance with Article 5(4) and (5) of Regulation
(EU) No 596/2014 (Market Abuse Regulation) and Articles 5 through 8
of Commission Delegated Regulation (EU) 2016/1052. Stabilisation
transactions aim at supporting the market price of the Securities
during the Stabilisation Period. However, the Stabilisation Manager
is under no obligation to take any stabilisation measures.
Therefore, Stabilisation may not necessarily occur and it may cease
at any time.
The securities:
Issuer: TRATON SE
------------------------------------------------------
Securities: Ordinary bearer shares of the Issuer (ISIN:
DE000TRAT0N7)
------------------------------------------------------
Base Shares: Up to 50,000,000 ordinary bearer shares
------------------------------------------------------
Stabilisation:
Stabilisation Manager Goldman Sachs International, Peterborough Court,
(and central point 133 Fleet Street, London EC4A 2BB
within the meaning
of Commission Delegated
Regulation (EU)
2016/1052):
------------------------------------------------------
Stabilisation Period: Starting on the date TRATON SE's shares commence
trading on the regulated market (Prime Standard)
of the Frankfurt Stock Exchange (Frankfurter
Wertpapierbörse), expected to be 28(th)
of June 2019, and ending no later than 30 calendar
days thereafter
------------------------------------------------------
Trading venues where Frankfurt Stock Exchange, Xetra, BATS Europe,
stabilisation may Berlin Stock Exchange, Bremen Stock Exchange,
be undertaken: Chi-X Exchange, Dusseldorf Stock Exchange,
Equiduct MTF, Eurocac Stock Exchange, Hamburg
Stock Exchange, Hanover Stock Exchange, IBIS,
Munich Stock Exchange, Stuttgart Stock Exchange,
Turquoise MTF, VirtX Exchange, Nasdaq Stockholm
------------------------------------------------------
Over-allotment & Greenshoe Option:
Number of shares Up to 15% of the base shares to be offered
covered by over-allotment
facility:
------------------------------------------------------
Greenshoe option: Volkswagen Aktiengesellschaft (the "Selling
Shareholder") has granted the underwriters
an option to acquire a number of shares in
TRATON SE equal to the number of shares covered
by the over-allotment facility at the offer
price, less agreed commissions. To the extent
shares covered by the over-allotment facility
were allocated to investors in the IPO, the
Stabilisation Manager, acting for the account
of the underwriters, is entitled to exercise
this option during the Stabilisation Period
even if such exercise follows any sale of shares
by the Stabilisation Manager which the Stabilisation
Manager had previously acquired as part of
any stabilisation measures (so-called refreshing
the shoe).
------------------------------------------------------
Disclaimer and Other Notices
This announcement is for information only and does not
constitute an offer or invitation to underwrite, subscribe for or
otherwise acquire or dispose of any securities or investment advice
in any jurisdiction in which such an offer or solicitation is
unlawful, including without limitation, the United States,
Australia, Canada, or Japan. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
such jurisdictions.
This announcement and the information contained herein, is not
an offer of securities for sale in, and is not for transmission to
or publication, distribution or release, directly or indirectly, in
the United States of America (including its territories and
possessions, any state of the United States of America and the
District of Columbia) (the "United States"). The securities being
offered have not been and will not be registered under the US
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, sold, resold,
transferred or delivered, directly or indirectly, in the United
States unless registered under the Securities Act or pursuant to an
exemption from, or in a transaction not subject to, such
registration requirements and in accordance with any applicable
securities laws of any state or other jurisdiction of the United
States. No public offering of the securities discussed herein is
being made in the United States.
Solely for the purpose of the product governance requirements
contained within: (a) EU Directive 2014/65/EU of the European
Parliament and of the Council of 15 May 2014 on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Offer Shares have been subject to a product approval process,
which has determined that the Offer 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 (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
the price of the Offer Shares may decline and investors could lose
all or part of their investment; the Offer Shares offer no
guaranteed income and no capital protection; and an investment in
the Offer Shares is compatible only with investors who do not need
a guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Offering.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Offer Shares.
END
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END
STALLFFDRRIRFIA
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