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29Nov

ALD launches a c.€1.2 billion capital increase with shareholders’ preferential subscription rights in connection with the contemplated acquisition of LeasePlan

ALD launches a c.€1.2 billion capital increase with shareholders’ preferential subscription rights in connection with the contemplated acquisition of LeasePlan

Terms of the transaction

  • Subscription price: €7.50 per new share
  • Subscription ratio: 2 new shares for 5 existing shares
  • Theoretical value of a preferential subscription rights: €1.00
  • Preferential subscription rights trading period: from November 30th, 2022, to December 9th, 2022, inclusive
  • Subscription period: from December 2nd, 2022, to December 13th, 2022, inclusive

ALD (the “Company”) announces today the launch of a share capital increase with shareholders’ preferential subscription rights (the “Rights”) for an amount (including issue premium) of approximately €1.2 billion (the “Rights Issue”).

Reasons for the Rights Issue

The principle of the Rights Issue was made public on January 6th, 2022 when ALD announced the contemplated strategic acquisition (the “Acquisition”) of LeasePlan, one of the leading fleet management and mobility companies in the world.
The Rights Issue will enable ALD to finance a portion of the Acquisition price, which amounts to €4.5 billion[1]. The Acquisition price will be financed through (A) €1.8 billion in cash from (i) the Rights Issue of approximately €1.2 billion and (ii) the issuance of €0.6 billion subordinated debt fully subscribed by Societe Generale and (B) newly issued (i) c. 251 million new ALD shares representing 30.75%[2] of the combined entity’s share capital after completion of the Rights Issue and closing of the Acquisition through a capital increase reserved to LeasePlan’s shareholders and (ii) warrants granting LeasePlan’s shareholders the right to subscribe for up to 3.12% of the combined entity’s share capital. In case of exercise of the warrants, LeasePlan’s shareholders would hold up to 32.9% of the combined entity’s share capital after completion of the Rights Issue and closing of the Acquisition.

As of the date of this press release, and as stated on November 28th, 2022 main regulatory and all expected anti-trust conditions precedent have been completed. The Acquisition is expected to close in Q1 2023 subject to remaining regulatory approvals and other customary closing conditions[3].

 

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[1] Acquisition price including warrants (EUR 4.4bn excluding warrants) based on acquisition of 100% of LP Group B.V. and target Net Asset Value of EUR 3.25bn at closing. Implied value of share leg based on ALD’s theoretical ex-right price of EUR 10.00 (based on ALD’s closing share price of EUR 11.00 on November 25th, 2022)

[2] Based on share capital only and not taking into account the potential implementation of double voting rights to be attributed to all shareholders holding their shares in registered form for more than two years as from ALD shareholders’ extraordinary general meeting which will be held in Q1 2023 prior to closing of the Acquisition.

[3] Obtaining various regulatory clearances in foreign jurisdictions, approval of the Acquisition by the shareholders’ general meetings of ALD and LeasePlan, delivery by each of ALD and LeasePlan of a pre-agreed book value at closing.