28 September 2021
29 September 2021
| To | To |
| Corporate Relations Department | Corporate Listing Department |
| BSE Limited | National Stock Exchange of India Ltd. |
| 1st Floor, New Trading Ring | Exchange Plaza, 5th Floor |
| Rotunda Building, P J Tower | Plot No.C-1, G Block |
| Dalal Street | Bandra-Kurla Complex |
| Mumbai 400 001 | Sandra (East), Mumbai 400 051 |
| BSE Code: 532977 | NSE Code: BAJAJ-AUTO |
Subject: KTM AG, Austria
Dear Sirs/Madam,
Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, please find attached a copy of the Press release dated 29th September 2021 issued in Austria
by PIERER Mobility AG (PMAG) in respect of the shareholding structure with Bajaj Auto’s 100%
Netherlands subsidiary Bajaj Auto International Holdings BV (BAIHBV), in KTM AG, Austria.
This is further to the disclosures made on 26th July 2021.
Pursuant to necessary Board approvals and approvals from Take Over Commission / Anti Trust
approvals in this regard, parties have entered into the final agreements today to implement the following
steps:
In a first step completed today, BAIHBV swapped 46.5% (out of its about 48%) stake in
KTMAG, for a 49.9% stake in PTW Holding, thus becoming an equity holder along with
Pierer lndustrie in PTW Holding and
In a second step PTW Holding will contribute the 46.5% stake in KTMAG to PMAG in
exchange for 11,257,861 fresh shares in PMAG. This step approved by PMAG’s
Management Board today is targeted for implementation before end of October 2021 on
approval of the PMAG Supervisory Board.
The current structure and structure after implementation of above steps are shown in Annexure to this
release.
This is for your information please.
Thanking you,
Ad hoc announcement pursuant to article 17 Regulation (EU) No 596/2014 (MAR)
Ad hoc announcement pursuant to article 53 LR
29 September 2021
PIERER Mobility AG: Simplification of the shareholding
structure with Bajaj will be executed
Bajaj contributes 46.5% stake in KTM AG into listed PIERER Mobility AG
The Management Board resolves a capital increase in the amount of EUR
895 million
PIERER Mobility AG increases its share in the operationally active KTM
AG from 51.7% to 98.2%
Pierer and Bajaj sign contracts to simplify the shareholding structure
As announced on 26 July 2021, the Indian Bajaj Group and the Austrian Pierer Group simplify the
shareholding structure in the operating KTM AG. Today, Bajaj Auto Ltd. (India) and its subsidiary Bajaj
Auto International Holdings B.V. (Netherlands, “BAIHBV”) and the Pierer Group signed the
corresponding contracts.
Contribution of the shares held by Bajaj in KTM AG to PTW Holding AG
In a first step, BAIHBV has today contributed 46.5% out of its approx. 48% shares currently held in KTM
AG to PTW Holding AG (the majority shareholder of PIERER Mobility AG), owned by the Pierer Group.
In return, BAIHBV has been granted a 49.9% stake in PTW Holding AG.
EUR 895 mio. capital increase of PIERER Mobility AG
In a second step, the 46.5% KTM shares now held by PTW Holding AG will be contributed to PIERER
Mobility AG against the granting of new shares in the context of a capital increase through contributions
in kind. To this end, the Management Board of PIERER Mobility AG has resolved today to execute a
capital increase against contribution in kind in the total amount of EUR 895 mio., corresponding to
49.9% the the existing share capital, by making use of the authorised capital. In this context 11,257,861
shares will be issued at an issue price of EUR 79.50 per share, which is higher than the current stock market price. The capital increase will be carried out exclusively against contribution in kind of KTMshares by PTW Holding AG and under exclusion of subscription rights of the other shareholders. The
capital increase will be executed, subject to the approval of the supervisory board, in the second half of
October.
Following the execution of this transaction, the shareholding of PIERER Mobility AG in the operating
KTM AG will increase from currently around 51.7% to around 98.2%. The Pierer Group will continue to
retain sole control over PIERER Mobility AG.
Legal Disclaimer
THIS ANNOUNCEMENT DOES NEITHER CONSTITUTE AN OFFER TO SELL NOR AN /INVITATION
TO SUBMIT A PROPOSAL FOR THE ACQUISITION OF SECURITIES OF PIERER MOBILITY AG.
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, INTO OR WITHIN THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL
TO DISTRIBUTE THIS ANNOUNCEMENT.