Talanx launches capital increase to increase its free float, with the goal of enhancing the trading liquidity of its shares and strengthening its position in equity indices

In addition, Talanx’s majority shareholder HDI V.a.G. – which currently holds a 78.9 percent stake in the Company – is offering to sell further Talanx shares in the amount of up to EUR 100 million (approximately 0.6 percent of the current share capital) from its current holdings in order to further increase the free float. Once the transaction has closed, Talanx’s free float will increase from 21.1 percent to approximately 23.2 percent.[1] As a result, HDI V.a.G.’s shareholding will decline to approximately 76.8 percent. Following the private placement and subject to customary exceptions, Talanx and HDI V.a.G. will be subject to a 180-day lock-up, i.e. an obligation, among other things, not to issue any additional shares or financial instruments convertible into shares, and not to implement a further capital increase or sell additional existing shares.

“This move is our response to repeated requests from investors to increase Talanx’s free float and to lay the foundations for improving the shares’ trading liquidity. In addition, it will strengthen the position of Talanx’s shares in a number of equity indices. This is a positive step for our stock’s future performance. All in all, it means we are laying the foundations for more investors to invest in our shares”, said Dr Jan Wicke, Talanx AG’s CFO.

The shares on offer will be offered to qualified investors under an accelerated bookbuilding process.

The funds will further enhance the already solid capitalization of the Group to support further organic and inorganic growth in line with the disciplined approach for the execution of strategic acquisitions. Talanx is reaffirming its earnings guidance for the current year and its medium-term goals, also on the basis of the increased equity base going forward. This applies in particular to its target dividend payments for shareholders. Talanx AG continues to plan to pay its shareholders a dividend of more than EUR 2.00 per share for the financial year 2023. The expected positive effects in relation to the recent acquisition of Liberty Mutual in Latin America are not yet reflected in the medium-term goals which are set to achieve a profit of EUR 1.6 billion by 2025.

Berenberg acted as Sole Global Coordinator and Sole Bookrunner for the share placement.

Important notice

This announcement may not be published, distributed or transmitted, directly or indirectly, in the United States of America (including its territories and possessions), Canada, Japan or Australia or any other jurisdiction where such announcement could be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons who are in possession of this document or other information referred to herein should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not constitute an offer of, or a solicitation of an offer to purchase, securities of Talanx Aktiengesellschaft or of any of its subsidiaries in the United States of America, Germany or any other jurisdiction. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, an offer in any jurisdiction. The securities offered will not be and have not been 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 applicable exemption from the registration requirements under the Securities Act.

In the United Kingdom, this announcement is only directed at persons (i) who are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order"), (ii) are falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) or (iii) to whom it may otherwise be lawfully communicated (all such persons together being referred to as "Relevant Persons")). This document must not be acted on, or relied upon, by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

In member states of the European Economic Area and the United Kingdom the placement of securities described in this announcement (the "Placement") is directed exclusively at persons who are "qualified investors" within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (Prospectus Regulation).

No action has been taken that would permit an offering or an acquisition of the securities or a distribution of this announcement in any jurisdiction where such action would be unlawful. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.

This announcement does not constitute a recommendation concerning the Placement. Investors should consult a professional advisor as to the suitability of the Placement for the person concerned.

This release may contain forward looking statements, estimates, opinions and projections with respect to anticipated future performance of Talanx Aktiengesellschaft ("forward-looking statements"). These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes," "estimates," "anticipates," "expects," "intends," "may," "will" or "should" or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current views, expectations and assumptions of the management of Talanx Aktiengesellschaft and involve significant known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Forward-looking statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Any forward-looking statements included herein only speak as at the date of this release. We undertake no obligation, and do not expect to publicly update, or publicly revise, any of the information, forward-looking statements or the conclusions contained herein or to reflect new events or circumstances or to correct any inaccuracies which may become apparent subsequent to the date hereof, whether as a result of new information, future events or otherwise. We accept no liability whatsoever in respect of the achievement of such forward-looking statements and assumptions.

Information to Distributors

Pursuant to EU product governance requirements, the shares have been subject to a product approval process, under which each distributor has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II. Any distributor subsequently offering the shares is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels.

[1] Based on the XETRA closing price for Talanx shares on 18 September 2023.