DGAP-News: Vitesco Technologies Group AG: Vitesco Technologies publishes prospectus, stock exchange listing planned for September 16

• Leading manufacturer of electric powertrains is well positioned to benefit from global e-mobility growth market
  
   
• Positive first half of the year: €4.4 billion sales (HY1 2020: €3.4 billion, +29 percent), €3.8 billion order intake, of which €1.8 billion for electrification products
  
   
• HY1 2021 adjusted EBIT of €84.2 million (HY1 2020: -€218.1 million, +€302.3 million)
  
   
• Adjusted EBIT margin: 1.9 percent (HY1 2020: -6.4 percent)
  
   
• Expansion of the electrification business fully on track
  
   
• Future Supervisory Board with 16 members announced, Professor Siegfried Wolf becomes designated Chairman of the Supervisory Board

Regensburg, September 07, 2021. Vitesco Technologies, a leading international developer and manufacturer of state-of-the-art powertrain technologies for sustainable mobility, today published its prospectus which was approved by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin; German Federal Financial Supervisory Authority). The company, Continental AG's former Powertrain business area, plans a listing on the Frankfurt Stock Exchange on September 16, 2021.

"Very early on in our planning we set our strategy decisively toward e-mobility and initiated the crucial first steps for getting there. From September 16 onwards, we will be an independent company, enabling us to benefit even more from the opportunities offered by the fast-growing e-mobility market," said Andreas Wolf, CEO Vitesco Technologies.

Strong/Positive first half of the year: order intake confirms strategy

The first half of 2021 has reinforced the positive upward trend despite difficult market conditions. Globally, around 500,000 vehicles were electrified by Vitesco Technologies in the first half of 2021. "This is an enormous increase. In comparison, we were able to equip more than two million vehicles with the electrification solutions of our business unit Electrification Technology since 2006," Wolf continued.

In total, Vitesco Technologies generated sales of €4.4 billion in the first six months (HY1 2020: €3.4 billion, +29 percent). Adjusted EBIT increased year-on-year to €84.2 million (HY1 2020: -€218.1 million), and the adjusted EBIT margin therefore increased to +1.9 percent (HY1 2020: -6.4 percent). Adjusted EBIT increased mainly due to higher production volumes and strict fixed cost discipline, despite additional headwinds due to material shortages.

The volume of new orders booked in the first half of 2021 was €3.8 billion, of which nearly half, approximately €1.8 billion, was for electrification products across all business units. "Margin recovery, consistent cost management, continued disciplined capital expenditure, a positive working capital and special effects relating to the Spin-off contributed to strong cash generation overall in the first six months 2021. While the figures are very encouraging, we may continue to face challenges in the coming months due to global material shortages," said Werner Volz, CFO Vitesco Technologies.

Forging ahead with re-focusing the company


While Vitesco Technologies continues to push the expansion of its electrification business in line with dynamic customer demand, the company is also gradually withdrawing from combustion-specific technologies. This also includes the scheduled phasing out of contract manufacturing between Continental and Vitesco Technologies.

"We had a positive first half-year and are on track to achieve our targets. Our clear strategic alignment to electrification is underscored by concrete measures: We have focused on growing our product portfolio further and faster with regard on electrification. We are well positioned in our market and coupled with the strong momentum in e-mobility, we see attractive growth opportunities for us," said CEO Andreas Wolf.

In addition, Vitesco Technologies employees worldwide are being trained in the area of electric mobility. To date, around 500 Vitesco Technologies employees have successfully completed our internal "Electrification Program" training curriculum, the majority of whom are already working on electrification projects.

Sustainability and ESG as integral parts of our value chain


Current strategic steps taken include new internal ESG steering mechanisms as well as memberships in the Responsible Business Alliance (RBA) and Renewable Energy 100 (RE100), which come with voluntary commitments to the exclusive use of renewable energy and exemplary human rights due diligence. As of May 2021, Vitesco Technologies is also a signatory of the UN Women's Empowerment Principles and the "Charter of Diversity", emphasizing the company's commitment to the economic and social benefits of diversity as well as to an inclusive society and workplace.

Supervisory Board of Vitesco Technologies announced: Siegfried Wolf is the designated chairman of the Supervisory Board


With the publication of the prospectus, Vitesco Technologies Group AG has also announced today its future, extended Supervisory Board and its members. The new Supervisory Board of Vitesco Technologies Group AG will consist of 16 members: eight shareholder representatives and eight employee representatives.

The designated Chairman of the Supervisory Board is the Austrian investor and entrepreneur Professor Siegfried Wolf. He will present himself for election by the Supervisory Board at its constituent meeting.

Listing and first day of trading planned for September 16, 2021

The opening share price of Vitesco Technologies Group AG will be set on the day of listing as part of an opening auction. The price is therefore expected to be determined shortly after the start of trading. The shares of Vitesco Technologies Group AG with the International Securities Identification Number (ISIN) DE000VTSC017 and German Securities Number (Wertpapierkennnummer, WKN) VTSC01 will be listed and traded on the regulated market (Prime Standard) of the Frankfurt Stock Exchange under the trading symbol VTSC.

The shareholders of Continental AG present at the Annual General Meeting on April 29, 2021 had previously approved the spin-off of Vitesco Technologies. Current Continental AG shareholders will be allocated new Vitesco Technologies shares at a ratio of 5:1, i.e. one Vitesco Technologies share for every five Continental shares. After the shares have been allotted and with the expected start of trading on September 16, Vitesco Technologies' shares will be freely tradable. The prospectus is available for download at
ir.vitesco-technologies.com//websites/vitesco/English/4000/reports-_-presentations.html#prospectus.

Vitesco Technologies is a leading international developer and manufacturer of state-of-the-art powertrain technologies for sustainable mobility. With smart system solutions and components for electric, hybrid and internal combustion drivetrains, Vitesco Technologies makes mobility clean, efficient, and affordable. The product range includes electrified drivetrain systems, electronic control units, sensors and actuators, and exhaust-gas aftertreatment solutions. In 2020, Vitesco Technologies recorded sales of €8 billion and employs more than 40,000 employees at about 50 locations worldwide. Vitesco Technologies is headquartered in Regensburg, Germany.

Contacts for Journalists

Simone Geldhäuser

Head of Media Relations, Press Spokesperson

Technology & Innovation

Telephone: +49 (0) 941 2031-61302
[email protected]


Fabian Kutz

Press Spokesperson Finance & Business

Telephone: +49 (0) 941 2031-61904

[email protected]

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Disclaimer


This communication and the information contained herein is made solely for information purposes only and does not constitute or form part of a prospectus or any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities of Continental AG, Vitesco Technologies Group Aktiengesellschaft or any company of Continental Corporation or Vitesco Technologies, in any jurisdiction. Neither this communication, nor any part of it, nor the fact of its distribution, shall form the basis of, or be relied on in connection with, any contractual commitment or investment decision in relation to the securities of Continental AG, Vitesco Technologies Group Aktiengesellschaft or any company of Continental Corporation or Vitesco Technologies, in any jurisdiction, nor does it constitute a recommendation regarding any such securities.

This document does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in Australia, Canada, Japan, or the United States of America or in any jurisdiction to whom or in which such offer or solicitation is unlawful. Any securities referred to herein may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the "Securities Act") or another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, any securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. The offer and sale of any securities referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada or Japan. There will be no public offer of securities in the United States of America.

This communication is directed only at persons in member states of the European Economic Area (the "EEA") who are "Qualified Investors" within the meaning of the Prospectus Regulation EU 2017/1129 ("Prospectus Regulation") ("Qualified Investors"). Any person in the EEA who acquires the securities in any offer (an "Investor") or to whom any offer of the securities is made will be deemed to have represented and agreed that it is a Qualified Investor. In the United Kingdom, this communication is only directed at persons who are "Qualified Investors" within the meaning of Article 2 of the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 who are also (i) investment professionals falling within Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "Relevant Persons"). Any person who is not a Relevant Person should not act or rely on this communication or any of its contents.

The communication contains forward-looking statements and information on the business development of Vitesco Technologies, a subsidiary group of Continental AG which will be spun-off. These statements and information can be identified by terms such as "expects", "anticipates", "intends", "plans", "believes", "seeks", "estimates", "will" or words with similar meaning. These statements and information are based on assumptions relating to the company's business and operations and the development of the economies in the countries in which the company is active. Vitesco Technologies has made such forward-looking statements on the basis of the information available to it and assumptions it believes to be reasonable. The forward-looking statements and information may involve risks and uncertainties, and actual results may differ materially from or fail to meet the expectations expressed or implied in the forward-looking statements. If any of these or other risks or uncertainties materialize, or if the assumptions underlying any of these statements prove incorrect, the actual results may significantly differ from those expressed or implied by such forward looking statements and information. Neither Continental AG, nor Vitesco Technologies will undertake any obligation to update any forward-looking statements.

This communication is an advertisement for the purposes of the Prospectus Regulation and underlying legislation. It is not a prospectus. The listing of the shares of Vitesco Technologies Group Aktiengesellschaft on the regulated market of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) will take place on the basis of an approved prospectus. The prospectus has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - "BaFin") in accordance with the Prospectus Regulation regime. However, the approval of prospectus by BaFin should not be understood as an endorsement of the shares of Vitesco Technologies Group Aktiengesellschaft. Investors should purchase shares solely on the basis of the prospectus relating to the shares and should read the prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the shares. Copies of the prospectus are available free of charge from Vitesco Technologies Group Aktiengesellschaft, Siemensstraße 12, 93055 Regensburg, Germany or on Vitesco Technologies Group Aktiengesellschaft's website (www.vitesco-technologies.com).