DGAP-WpÜG: Tender Offer;

Target company: VTG Aktiengesellschaft; Bidder: Warwick Holding GmbH

Dissemination of an announcement according to the German Securities 
Acquisition and Takeover Act (WpÜG), transmitted by DGAP - a service of 
EQS Group AG.
The bidder is solely responsible for the content of this announcement.
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO
OR FROM ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

PUBLICATION PURSUANT TO SEC. 10 PARA. 1 AND PARA. 3 OF THE GERMAN
SECURITIES ACQUISITION AND TAKEOVER ACT (WERTPAPIERERWERBS- UND
ÜBERNAHMEGESETZ - WPÜG) IN CONJUNCTION WITH SEC. 39 PARA 2 SENT. 3 NO. 1 OF
THE GERMAN STOCK EXCHANGE ACT (BÖRSENGESETZ - BÖRSG)

Bidder:
Warwick Holding GmbH
Thurn- und Taxis-Platz 6
60313 Frankfurt am Main Germany

registered with the commercial register of the local court (Amtsgericht)
Frankfurt am Main under HRB 106298

Target company:
VTG Aktiengesellschaft
Nagelsweg 34

20097 Hamburg Germany
registered with the commercial register of the local court (Amtsgericht)
Hamburg under HRB 98591
ISIN: DE000VTG9999

The offer document will be published on the Internet once such publication
has been approved by the German Federal Financial Supervisory Authority
(Bundesanstalt für Finanzdienstleistungsaufsicht) at:
http://www.warwickholding-angebot.de/delisting

Information on the Bidder

On February 24, 2019, Warwick Holding GmbH (the 'Bidder'), with its
registered office in Frankfurt am Main, Germany, an indirect subsidiary of
funds managed and advised by Morgan Stanley Infrastructure Inc.,
Wilmington, Delaware, USA, decided to submit a public delisting tender
offer pursuant to Section 39 para. 2 sentence 3 No. 1 BörsG in the form of
a cash offer to the shareholders of VTG Aktiengesellschaft (the 'Company'),
with its registered office in Hamburg, Germany, to acquire all no-par value
bearer shares in the Company not already directly held by the Bidder, each
with a notional interest in the share capital of EUR 1.00 (ISIN
DE000VTG9999) (the 'VTG Shares'). The Bidder currently directly holds
approximately 71.17% of the share capital of the Company.

For each share of the Company tendered to the Bidder, the Bidder will offer
EUR 53.00 in cash as consideration, subject to the final determination of
the minimum price and the final determination in the offer document.

The public tender offer will be made in accordance with the terms and
conditions set forth in the offer document. To the extent legally
permissible, the Bidder reserves the right to deviate in the final terms of
the offer document from the information described herein.

The Company has undertaken towards the Bidder to apply for the revocation
of the admission to trading of the VTG Shares on the regulated market
(Prime Standard) of the Frankfurt Stock Exchange (so-called delisting)
prior to the expiration of the acceptance period of the public delisting
tender offer.

Important Notice:

This announcement is for information purposes only and neither constitutes
an invitation to sell, nor an offer to purchase, securities of the Company.
The final terms and further provisions regarding the public tender offer
will be disclosed in the offer document after its publication has been
approved by the German Federal Financial Supervisory Authority
(Bundesanstalt für Finanzdienstleistungsaufsicht). To the extent legally
permissible, the Bidder reserves the right to deviate in the final terms of
the public tender offer from the basic information described herein.
Investors and holders of securities of the Company are strongly recommended
to read the offer document and all announcements in connection with the
public tender offer as soon as they are published, since they contain or
will contain important information.

The offer will be made exclusively under the laws of the Federal Republic
of Germany, especially under the German Securities Acquisition and Takeover
Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG) and the German Stock
Exchange Act (Börsengesetz), and certain provisions of the securities laws
of the United States of America applicable to cross-border tender offers.
The offer will not be executed according to the provisions of jurisdictions
other than those of the Federal Republic of Germany or the United States of
America (to the extent applicable). Thus, no other announcements,
registrations, admissions or approvals of the offer outside of the Federal
Republic of Germany have been filed, arranged for or granted. Investors in,
and holders of, securities in the Company cannot rely on having recourse to
provisions for the protection of investors in any jurisdiction other than
the provisions of the Federal Republic of Germany or the United States of
America (to the extent applicable). Subject to the exceptions described in
the offer document as well as any exemptions that may be granted by the
relevant regulators, a public tender offer will not be made, neither
directly nor indirectly, in jurisdictions where to do so would constitute a
violation of the laws of such jurisdiction.

The Bidder reserves the right, to the extent legally permitted, to directly
or indirectly acquire further shares outside the offer on or off the stock
exchange. If such further acquisitions take place, information about such
acquisitions, stating the number of shares acquired or to be acquired and
the consideration paid or agreed on, will be published without undue delay,
if and to the extent required by the laws of the Federal Republic of
Germany or any other relevant jurisdiction.

To the extent any announcements in this document contain forward-looking
statements, such statements do not represent facts and are characterized by
the words 'will', 'expect', 'believe', 'estimate', 'intend', 'aim',
'assume' or similar expressions. Such statements express the intentions,
opinions or current expectations and assumptions of the Bidder and the
persons acting together with the Bidder. Such forward-looking statements
are based on current plans, estimates and forecasts, which the Bidder and
the persons acting together with the Bidder have made to the best of their
knowledge, but which they do not claim to be correct in the future.
Forward-looking statements are subject to risks and uncertainties that are
difficult to predict and usually cannot be influenced by the Bidder or the
persons acting together with the Bidder. These expectations and forward-
looking statements can turn out to be incorrect and the actual events or
consequences may differ materially from those contained in or expressed by
such forward-looking statements. The Bidder and the persons acting together
with the Bidder do not assume an obligation to update the forward-looking
statements with respect to the actual development or incidents, basic
conditions, assumptions or other factors.

Frankfurt am Main, February 24, 2019


Warwick Holding GmbH

End of WpÜG announcement

The 24.02.2019 DGAP Distribution Services include Regulatory Announcements, 
Financial/Corporate News and Press Releases.
Archive at www.dgap.de

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