DGAP-News: UNIWHEELS AG: UNIWHEELS AG INITIATES PUBLIC

DGAP-News: UNIWHEELS AG / Key word(s): IPO UNIWHEELS AG: UNIWHEELS AG INITIATES PUBLIC OFFERING IN POLAND AND PLANS TO DEBUT ON THE WARSAW STOCK EXCHANGE (news with additional features) 13.04.2015 / 12:45 --------------------------------------------------------------------- Bad Dürkheim, Warszawa, 13th April 2015: UNIWHEELS AG (the "UNIWHEELS" or the "Company" and together with its subsidiaries the "Group" or the "UNIWHEELS Group"), one of Europe's largest OEM wheel suppliers to the automotive industry and the leading European manufacturer of aftermarket alloy wheels, has initiated a public offering process and has published the Prospectus today. The Offering The initial public offering of UNIWHEELS AG will consist of:  the Offering by the Company of 2,400,000 new ordinary bearer shares with no-par value from a share capital increase (the "New Shares"); and  the Offering by the Selling Shareholder of 2,400,000 existing ordinary bearer shares with no-par value from the holding of the Selling Shareholder (the "Sale Shares") - UNIWHEELS Holding (Malta) Ltd. The final number of shares will be indicated on the pricing day (April 23rd). The offering will consist of a public offering to retail and institutional investors in Poland and a private placement to institutional investors outside the United States (excluding Poland) in reliance on Regulation S under the U.S. Securities Act of 1933. Currently UNIWHEELS Holding (Malta) Ltd. is the sole shareholder of the Company holding 10,000,000 shares representing 100% of capital and 100% of voting rights. Mr Ralf Schmid who is a founder and CEO of the Company holds 92% of voting rights and Mr Michael Schmid holds 8% of voting rights in UNIWHEELS Holding (Malta) Ltd. The Offer price The Offer Price will not be set higher than PLN 119 (the "Maximum Price") per Offer Share and will be the same for the New Shares and the Sale Shares and for all types of investors. Reasons for the Offering and use of proceeds Assuming a placement of all New Shares at the Maximum Price, the net proceeds that the Company will receive from the issue are expected to be approximately EUR 66.8 mln. The total proceeds from the Offering (together with the Sale Shares) is expected to amount to approximately EUR 134.9 mln net (EUR 140.7 mln gross). The Company intends to sell the New Shares to finance the construction of a new production plant in Stalowa Wola, Poland and to get access to the capital markets and thereby gain additional funding opportunities and improve its strategic flexibility by listing the Company's shares on the regulated market of the Warsaw Stock Exchange. In addition, the proceeds from the Offering should improve the Group's debt to equity ratio and prepare grounds for funding the continued long-term growth of the Group. The establishment of a new plant will be executed in two stages. The Group expects the first stage, which will be financed mainly with proceeds from the Offering as set out above, to be completed in fall 2016. The remaining expenditures for the first stage of the new plant development, exceeding the net proceeds from the sale of New Shares, will be covered either by current cash flows from operating activities or from available credit lines. The second stage of establishment of a new plant should be completed in 2018 with achieving the envisaged total capacity of approximately 1.9 million wheels per year and will also be financed either by current cash flows from operating activities or from available credit lines. Capex plan for the new plant in Stalowa Wola: * Stage 1 - which allows a capacity increase of 1.2 mln wheels in total per year (stage financed mainly from IPO proceedings): year In EUR mln 2014 0.7 2015 37.3 2016 30.2 * Stage 2 - which allows the full planned increase by 1.9 mln wheels in total per year (i.e. an additional 0.7 mln wheels per year) year In EUR mln 2017 18.2 2018 0.4 "UNIWHEELS has a strong connection to Poland with over 15 years of production experience. Two of the three existing plants are located in Stalowa Wola, about 80% of our production is generated in these plants and about three-quarters of our employees are based in Poland. This relationship with Poland will be even stronger after completion of the planned new plant in Stalowa Wola, which will be partly financed from IPO proceeds." - says Ralf Schmid, UNIWHEELS CEO "In our Automotive Business where we supply to European car manufacturers and which is responsible for 80% of our revenues, we focus on premium car brands such as Audi, BMW/Mini, Mercedes/AMG, Volvo and many others. This means that from Stalowa Wola nearly all renowned car production sites Europe-wide are supplied. Focus on premium brands leads to access to global and emerging markets, a balanced customer portfolio and a minimized exposure to market fluctuations. We think that our company could be interesting for both Polish and foreign investors". - adds Mr. Schmid. "We look forward to be part of the Polish capital market and we are convinced of the maturity and level of professionalism of this market. WSE is one of the most successful stock exchanges in Europe and it has outstripped some traditional stock markets over the past years. In general, we consider Poland as the strongest and most stable economy in the Central and Eastern European region." - concludes Dr. Karsten Obenaus, UNIWHEELS CFO. Timetable of the Offering and retail subscription 13 April 2015: - Publication of the Prospectus on the Company's website - Opening of the Offering - Commencement of the book-building process among the Institutional Investors 17 - 22 April 2015: - Acceptance of purchase orders from the Retail Investors (ending on 22 April 2015, by 23.59 CET) 23 April 2015: - End of book-building process among the Institutional Investors - Determination of the Offer Price and the final number of the Offer Shares (including New Shares and Sale Shares) to be offered in the Offering, provided however that the publication of the Offer Price and the final number of the Offer Shares (consisting of New Shares and Sale Shares) to be offered in the Offering will occur not later than at 9.00 a.m. on 24 April 2015 24 - 28 April 2015: - Acceptance of the purchase orders from the Institutional Investors 29 April 2015: - WSE session - Processing of the purchase orders for the sale of the New Shares (PNE, prawa do emisji) to Retail Investors through WSE system and registration of PNE at the securities accounts of the Retail Investors. - Allotment of the Offer Shares and end of the Offer Period. 7 May 2015: - Expected date of the registration of the Offer Shares on Retail Investors and Institutional Investors accounts. On or about 8 May 2015: - Expected first day of trading of the Offer Shares on the WSE. The Retail Investors will place their subscriptions between April 17 and 22 at the Maximum Price of 119 PLN, indicating the number of Offer Shares they are willing to buy. Subscription orders from the Retail Investors will be accepted at the client service points of Dom Maklerski mBanku S.A., Bank Zachodni WBK S.A and Dom Maklerski BOŚ S.A.. About UNIWHEELS: The UNIWHEELS Group is one of Europe's largest OEM wheel suppliers to the automotive industry and the leading European manufacturer of aftermarket alloy wheels (well-known brands ATS, RIAL, ALUTEC and ANZIO). Currently, the Group has three production plants, two of them are based in Poland (Stalowa Wola), and one in Germany (Werdohl). The UNIWHEELS Group is one of the leading suppliers of alloy wheels for passenger cars in Europe and one of the few technology leaders in the aluminium wheels business. The Company believes that in 2014 the Group was the third largest alloy wheel producer in Europe in terms of revenues with a market share of approximately 11% and the leading manufacturer in the European aftermarket sector with a market share of approximately 13% in terms of volumes sold. The Company believes that in 2013 the UNIWHEELS Group was the third largest market player in the European OEM sector in terms of revenues from sale to light weight car manufacturers in Europe. In 2014, the UNIWHEELS Group sold 7.2 million wheels (an increase of 5.2% over the previous year). The sales of wheels increased substantially both in the automotive industry segment and in the accessory market segment. In 2014, the UNIWHEELS Group delivered 5.8 million wheels to the OEM (Original Equipment Manufacturer) customers - renowned car manufacturers like Audi, BMW/MINI, Mercedes/AMG, Jaguar/Land Rover, PSA, Volvo and others and 1.4 million of wheels to the aftermarket customers under the brands ATS, RIAL, ALUTEC and ANZIO. Two UNIWHEELS Group factories based in Stalowa Wola are responsible for approx. 83% of the total Group production. In 2014 over 6 million wheels were sold from Poland-based factories. UNIWHEELS Group employs over 1800 employees in Poland. The Group's German plant in Werdohl has approx. 370 employees and had an output of approx. 1.2 million high-end wheels sold in 2014. More information: www.uniwheels.com For more information please contact: Oliver Madsen Head of Investor Relations o.madsen@de.uniwheels.com UNIWHEELS AG Gustav-Kirchhoff-Str. 10 67098 Bad Dürkheim Germany www.uniwheels.com Piotr Piotrowski Corporate Communications p.piotrowski@ccgroup.com.pl CC Group sp. z o.o. Tel (+48) 22 440 1 440, 697 613 010 This announcement is not an offer of securities for sale in Australia, Canada, Japan or the United States. Securities may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the "Securities Act") or an exemption from registration. The securities referred to herein have not been and will not be registered under the Securities Act. No public offering of the securities will be made in the United States. This announcement is for promotional purposes only and under no circumstances shall constitute the basis for a decision to invest in the shares of UNIWHEELS AG (the "Company"). The prospectus (the "Prospectus") prepared in connection with the public offering and admission of the Company's shares to trading on the Warsaw Stock Exchange ("WSE") and approved by Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin") shall be the sole legally binding announcement containing information on the Company and the offering of its shares in Poland (the "IPO"). For the purposes of the IPO and admission of the Company's shares to trading on the WSE, the Company has made the Prospectus available on the Company's website www.uniwheels.com Statements contained herein may constitute "forward-looking statements". Forward-looking statements are generally identifiable by the use of the words "is likely to", "aim", "may", "will", "should", "plan", "expect", "anticipate", "estimate", "believe", "intend", "project", "goal" or "target" or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements involve a number of known and unknown risks, uncertainties and other factors that could cause the Company's or its industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. The Company does not undertake publicly to update or revise any forward-looking statement that may be made herein, whether as a result of new information, future events or otherwise. It may be unlawful to distribute this announcement in certain jurisdictions. This announcement is not for distribution in Canada, Japan or Australia. The information in this announcement does not constitute an offer of securities for sale in Canada, Japan or Australia. The Global Coordinator, Joint Bookrunners Joint Offering Agents or Underwriters do not intend to disclose the extent of any individual investments or transactions otherwise than in accordance with any legal or regulatory obligations to do so. None of the Global Coordinator, Joint Bookrunners, Joint Offering Agents or Underwriters or any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement or any other information relating to the Company, its 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. +++++ Additional features: Document: http://n.equitystory.com/c/fncls.ssp?u=ECCRTIFPGO Document title: UNIWHEELS Prospectus publication --------------------------------------------------------------------- 13.04.2015 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------- 343205 13.04.2015