SHW AG: SHW resolves cash capital increase to expand its capacity for the recently won serial supply contract for a global engine platform of a leading US OEM and for accelerated international growth

SHW AG  / Key word(s): Capital Increase

17.02.2015 18:27

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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Ad-hoc announcement according to § 15 WpHG

SHW resolves cash capital increase to expand its capacity for the recently
won serial supply contract for a global engine platform of a leading US OEM
and for accelerated international growth

This information is neither indirectly nor directly destined for
publication in the United States of America, Canada, Japan or Australia.

Aalen, Germany, February 17, 2015: Today, the management board of SHW AG
(ISIN DE000A1JBPV9), with the approval of the supervisory board, resolved a
capital increase against cash contribution through partial utilisation of
its authorised capital. The share capital of the company will be increased
from EUR 5,851,100.00 to up to EUR 6,436,209.00 by issuing up to 585,109
new ordinary bearer shares (Inhaberaktien) against cash contributions under
the exclusion of the shareholders' subscription rights. The new shares will
carry full dividend rights as of January 1, 2014.

The new shares will be offered to German as well as international
institutional investors (excluding USA, Canada, Japan and Australia) by way
of an Accelerated Bookbuilt Offering. The number of shares to be issued as
well as the placement price will be determined directly after the
Accelerated Bookbuilt Offering. The application for admission of the new
shares to trading without a prospectus in the sub-segment of the regulated
market with additional post-admission obligations (Prime Standard) on the
Frankfurt Stock Exchange has been filed; the new shares are expected to be
included in the existing quotation on 20 February 2015.

SHW AG will use the proceeds from the capital increase primarily to expand
its capacity for the recently won serial supply contract for a global
engine platform of a leading US OEM and for an accelerated international
growth. The corresponding pumps will be produced in North America and China
as well as in Europe and ensure SHW Group's international growth far into
the next decade. Furthermore, SHW AG is currently in talks about additional
Joint Ventures, inter alia, also for the Brake Disc business segment and
assesses options for production expansion for the Pumps and Engine
Components business segment in low-wage countries of Europe.

COMMERZBANK Aktiengesellschaft is acting as Sole Global Coordinator and
together with UniCredit Bank AG as Joint Bookrunners in connection with the
capital increase.

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This announcement is for information purposes only and does neither
constitute an offer to sell, purchase, exchange or transfer any securities
nor a solicitation of any offer to sell, purchase, exchange or transfer any
securities in the United States of America, Canada, Australia or Japan. The
securities referred to herein have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the "Securities Act")
and may not be offered or sold in the United States absent registration or
an exemption from registration under the Securities Act.

Neither SHW AG (the "Issuer") nor any Joint Bookrunner intends to register
any securities referred to herein under the Securities Act or with any
securities regulatory authority of any state or other jurisdiction in the
United States in connection with this announcement.

This document neither constitutes a prospectus nor an offer to sell or a
solicitation of an offer to buy any securities. The Issuer does not intend
to make any public offer of shares in SHW AG. No action has been taken by
the Issuer or any Joint Bookrunner that would permit an offering of the
shares or possession or distribution of this announcement or any other
offering or publicity material relating to such securities in any
jurisdiction where action for that purpose is required. It is intended to
place the shares only with qualified investors in the Federal Republic of
Germany and certain other jurisdictions and subsequently admit such shares
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.

In any member states of the European Economic Area ("EEA"), this
announcement and any offer if made subsequently is directed only at persons
who are 'qualified investors' within the meaning of the Prospectus
Directive (Directive 2003/71/EC) ("Qualified Investors").

The securities referred to herein may not be offered to the public in any
jurisdiction in circumstances which would require the preparation or
registration of any prospectus or offering document relating to the
securities in such jurisdiction.

This announcement contains statements regarding future developments that
are based on current evaluations and are made to the best knowledge of the
management of SHW AG. Such statements with regard to future developments
are subject to known and unknown risks, uncertainties and other factors
that could cause the profit situation, profitability, value development or
the performance of SHW AG to diverge from the profit situation,
profitability, value development or performance that are expressly or
implicitly assumed or described in the statements concerned. SHW AG has no
obligation to update such statements regarding future developments or to
accommodate such statements to future events and developments.


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Language:     English
Company:      SHW AG
              Wilhelmstrasse 67
              73433 Aalen-Wasseralfingen
              Germany
Phone:        +49 7361 502-1
Fax:          +49 7361 502-674
E-mail:       ir@shw.de
Internet:     www.shw.de
ISIN:         DE000A1JBPV9
WKN:          A1JBPV  
Listed:       Regulated Market in Frankfurt (Prime Standard); Regulated
              Unofficial Market in Berlin, Dusseldorf, Stuttgart
 
End of Announcement                             DGAP News-Service
 
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