E.ON Verwaltungs SE raises cash compensation for tendered innogy shares to EUR 37.59

E.ON Verwaltungs SE Düsseldorf 

Announcement according to section 23 paragraph 2 German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – “WpÜG”) 

On 27 April 2018, E.ON Verwaltungs SE, Düsseldorf (“Bidder“), has published the offer document for its voluntary public takeover offer (“Takeover Offer“) to the shareholders of innogy SE, Essen, Germany, to acquire their no-par-value bearer shares in innogy SE (ISIN DE000A2AADD2) (“innogy Shares“) for a cash consideration of EUR 36.76 per innogy Share. In accordance with Section 4.1 of the offer document, the offer consideration was increased to EUR 37.00 per innogy Share. The additional acceptance period of the Takeover Offer pursuant to section 16 paragraph 2 sentence 1 WpÜG ended on 25 July 2018, 24.00 hrs (local time in Frankfurt am Main, Germany); the Takeover Offer can therefore no longer be accepted.

Pursuant to Section 4.2 (ii) of the offer document, the Bidder undertakes in the event that the Bidder, persons acting jointly with the Bidder or their subsidiaries acquire innogy Shares outside the stock exchange until 31 December 2019 and the value of the consideration granted or agreed for those innogy Shares exceeds the offer consideration, to pay a cash consideration to the innogy shareholders who have accepted the Takeover Offer in the amount equal to the difference in accordance to the statutory provisions of section 31 paragraph 5 WpÜG.

On 18 September 2019, E.ON SE, a person acting jointly with the Bidder, acquired 426,624,685 innogy Shares outside the stock exchange as part of a single purchase transaction for a consideration in the amount of rounded up EUR 37.59 per innogy Share. This corresponds to approximately 76.79% of the share capital and voting rights of innogy SE.

The consideration per innogy Share granted in connection with the aforementioned purchase transaction exceeds the offer consideration by EUR 0.59. Therefore, pursuant to Section 4.2 (ii) of the offer document in conjunction with section 31 paragraph 5 WpÜG, the Bidder is obliged to pay the innogy shareholders who have accepted the Takeover Offer a cash payment in the amount of EUR 0.59 per innogy Share for which the Takeover Offer has been accepted. This cash payment will be credited – together with the aforementioned offer consideration – in the course of the settlement of the Takeover Offer, which is expected to take place on 26 September 2019.

Important Information: 

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of innogy SE. The final terms and further provisions regarding the public takeover offer by E.ON Verwaltungs SE to the shareholders of innogy SE are set forth in the offer document whose publication has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) on 26 April 2018. Investors and shareholders of innogy SE are strongly recommended to read the offer document and all other announcements and documents published in connection with the Takeover Offer because they contain important information.

Essen, 19 September 2019 

E.ON Verwaltungs SE

(convenience translation)