DGAP-News: JOST Werke AG

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.
 

JOST sets final offer price at EUR 27.00 per share

• 8,567,500 shares placed with institutional investors
• Total offer volume amounts to approximately EUR 231 million
• Market capitalization at admission of approximately EUR 402 million
• Free float expected to be approximately 57.5%

Neu-Isenburg, 19 July 2017. JOST Werke AG ("JOST"), a leading global producer and supplier of safety-critical systems to the truck and trailer industry, has set the final offer price in connection with its private placement (the "Private Placement") at EUR 27.00 per share. The JOST shares will be traded from 20 July 2017 on the regulated market (Prime Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) under the trading symbol "JST" and the International Securities Identification Number (ISIN) DE000JST400.

In total, 4,875,000 newly issued ordinary bearer shares from a capital increase and 2,575,000 existing ordinary bearer shares from the holdings of JOST's existing shareholder have been placed with institutional investors in the Private Placement. In addition, 1,117,500 ordinary bearer shares have been made available from the holdings of JOST's existing shareholder in connection with an over-allotment.

Lars Brorsen, Chief Executive Officer of JOST, said: "We are very pleased with the outcome of the bookbuilding and the strong investor support for our strategy. Building on the confidence that has been placed in JOST, we will use our leading global market position, our product expertise and innovation capabilities to drive forward our business and continue our successful growth story as a listed company."

The free float following the private placement amounts to approximately 57.5% (assuming full exercise of greenshoe option) of JOST's share capital. Based on the final offer price the market capitalization at admission amounts to approximately EUR 402 million.

Deutsche Bank, J.P. Morgan and COMMERZBANK are acting as Joint Global Coordinators and Joint Bookrunners. BNP Paribas acts as additional Joint Bookrunner. Rothschild is acting as independent financial advisor to JOST.

Press contact:

JOST Group
Tobias Schmidt
Corporate & Business Strategy
T: +49 (0)6102 295-251
tobias.schmidt@jost-world.com

FTI Consulting
Dr. Lutz Golsch 
T: +49 (0)69 92037-110 
M: +49 (0)173 6517710 
lutz.golsch@fticonsulting.com 

Steffi Susan Kim
T: +49 (0)69 92037-115
M: +49 (0)171 5565996
steffi.kim@fticonsulting.com

About JOST:

JOST is a leading global producer and supplier of safety-critical systems to the truck and trailer industry. JOST offers branded quality products clustered in three systems: Vehicle Interface (focusing on products required to operate a commercial vehicle combination of trucks and trailers such as fifth wheels and landing gears), Handling Solutions (including container technology and hydraulic cylinders products) and Maneuvering (focusing on truck and trailer axles and forced steering). As the number one supplier of fifth wheels and landing gears globally, JOST is the market leader for Vehicle Interface systems. JOST's global leadership position is driven by the strength of its brands, by its long-standing client relationships serviced through its global distribution network as well as by its efficient and asset-light business model. JOST's core brands "JOST", "Rockinger", "TRIDEC" and "Edbro" are well-recognized in the industry and highly regarded for their quality and continuous innovation. With its global distribution network and production facilities in thirteen countries across five continents, JOST has direct access to all major truck and trailer manufacturers and relevant end customers. JOST currently employs about 2,700 members of staff worldwide.

Disclaimer

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in the United States of America, Australia, Canada, Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. Furthermore, this announcement is an advertisement and not a prospectus. Investors should not purchase or subscribe for any shares referred to in this announcement on the basis of the information contained herein.

This release is not an offer of securities for sale in the United States of America. Securities may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). In the United States of America, the securities will be offered and sold only to "qualified institutional buyers" as defined in Rule 144A under the Securities Act. Outside the United States of America, the securities will be offered and sold in reliance on Regulation S under the Securities Act. There will be no public offer of the securities in the United States of America.

Neither JOST nor its shareholder intends to make any public offer of shares in JOST Werke AG in the United States, Germany or any other jurisdiction. It is only intended that shares will be placed with qualified investors and less than 150 non-qualified investors per EEA member state in the Federal Republic of Germany and certain other jurisdictions and subsequently admitted to trading on the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange with simultaneous admission to the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange. The Listing will be made on the basis of a prospectus that will be published in Germany following approval of the German Financial Supervisory Authority (BaFin). The prospectus will be available free of charge from the JOST's website www.jost-world.com.

In any EEA Member State that has implemented Directive 2003/71/EC (together with any amendment and any applicable implementing measures in any Member State, the "Prospectus Directive") this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.

In the United Kingdom, this announcement is only being distributed and is only directed at persons who (i) are investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) are persons failing within article 49(2)(a) to (d) of the Order (all such persons are referred to herein as "Relevant Persons"). This announcement is directed only at Relevant Persons. Any person who is not a Relevant Person should not act or rely on this announcement or any of its contents. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

In connection with the Private Placement, Deutsche Bank Aktiengesellschaft, acting for the account of the Underwriters, will act as the stabilization manager and may, as stabilization manager, make over-allotments and take stabilization measures in accordance with legal requirements (Art. 5 para. 4 and 5 of the Market Abuse Regulation (EU) No. 596/2014 in conjunction with Articles 5 through 8 of the Commission Delegated Regulation (EU) 2016/1052) to support the market price of JOST's shares and thereby counteract any selling pressure. The stabilization manager is under no obligation to take any stabilization measures. Therefore, stabilization may not necessarily occur and may cease at any time. Such measures may be taken on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) from the date when trading in the shares of JOST is commenced on the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) and must be terminated no later than 30 calendar days after this date (the "Stabilization Period"). Stabilization transactions aim at supporting the market price of JOST's shares during the Stabilization Period. These measures may result in the market price of JOST's shares being higher than would otherwise have been the case. Moreover, the market price may temporarily be at an unsustainable level.