Covestro stock market listing: price range and gross proceeds adjusted

Not for distribution, directly or indirectly, in or into the United States, Australia, Canada or Japan

  • Current deterioration and high volatility in capital markets
  • Targeted gross proceeds reduced from EUR 2.5 billion to EUR 1.5 billion
  • Bookbuilding range reduced to between EUR 21.50 and EUR 24.50
  • Net indebtedness unchanged at EUR 4 billion
  • Initial listing now planned for October 6, 2015

In light of the current deterioration and volatility in the capital market environment, Bayer and Covestro have adjusted the targeted gross proceeds and price range for the issuance of Covestro shares ahead of the planned stock market listing of the polymer company. The proceeds from the capital increase are now expected to be EUR 1.5 billion instead of EUR 2.5 billion originally. The issue price is now in the range of EUR 21.50 to EUR 24.50 per share. It was previously intended to offer the shares at between EUR 26.50 and EUR 35.50. The reduced proceeds will be mitigated by increasing the capital contribution by EUR 1 billion. Thus Covestro's net debt together with pension liabilities will be unchanged at EUR 4 billion.

The addendum to the stock market prospectus indicating the amended terms of issue still requires approval from the German Financial Supervisory Authority (BaFin), which is expected during the course of today. The offer period for the new shares is being extended until 12:00 midday on Friday, October 2, 2015 for retail investors interested in subscribing for the shares being offered publicly in Germany and Luxembourg. An extension until 1:00 p.m. on the same day applies for institutional investors.

Since the start of the bookbuilding phase on September 21, 2015, the capital market situation has deteriorated significantly. External factors such as uncertainty surrounding future economic growth in China or the Federal Reserve's interest rate policy have contributed to increased market volatility. In addition, the stock market has been impacted by the negative headlines from the automotive sector.

Covestro, one of the world's leading polymer manufacturers, intends to issue between 61.2 million and 69.8 million new shares by way of a capital increase. The number of shares issued will be aligned with the issue price. On account of the changed parameters, the free float will be between around 30.4 and 33.3 percent. The remaining shares will be held by Bayer AG. Stabilization measures equivalent to as much as 10 percent of the emission volume are possible within 30 days of the initial listing in the regulated market segment (Prime Standard) of the Frankfurt Stock Exchange, now planned for October 6, 2015.

The new bearer shares (ISIN DE0006062144, ticker symbol 1 COV) are being offered publicly in Germany and Luxembourg to private and institutional investors. In other countries, only institutional investors are being contacted in the course of private placements.


Forward-looking statements

This news release may contain forward-looking statements based on current assumptions and forecasts made by Covestro AG. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of the company and the estimates given here. These factors include those discussed in Covestro's and Bayer's public reports, which are available on the Covestro website at www.covestro.com and on the Bayer website at www.bayer.com. Covestro and Bayer assume no liability whatsoever to update these forward-looking statements or to conform them to future events or developments.

Important information

This information is not intended for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada or Japan. This information does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The shares mentioned herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act").

The shares may not be offered or sold in the United States, except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of the shares in the United States.

In the United Kingdom, this information is only being distributed to and is only directed at (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Shares will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

This publication constitutes neither an offer to sell nor a solicitation to buy securities. The offering is made solely by way and on the basis of the published stock market prospectus. An investment decision regarding the publicly offered securities of Covestro AG should only be made on the basis of the stock market prospectus. The stock market prospectus was published promptly upon approval by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin) and is available free of charge from Covestro AG, 51365 Leverkusen, Germany, or on the Covestro website at www.covestro.com.