Herbert Smith Freehills Kramer advises HOCHTIEF on its cornerstone equity investment as part of Vulcan Energy’s €2.2 billion financing package

Herbert Smith Freehills Kramer is proud to have acted for HOCHTIEF Aktiengesellschaft (HOCHTIEF) in relation to its cornerstone equity investment in Vulcan Energy Resources Limited (Vulcan Energy). This investment forms part of Vulcan Energy’s broader €2.2 billion (A$3.9 billion) financing package (Phase One Financing Package), which will fully fund the construction and development of Phase One of the Lionheart lithium and renewable energy project in the Upper Rhine Valley in Germany.

As part of the Phase One Financing Package, Vulcan Energy undertook an Equity Raising consisting of:

• an underwritten €528m (A$943m) component comprising:
  • a €137m (A$245m) Placement of 61m new fully paid ordinary shares (New Shares) to certain institutional shareholders and other institutional investors;
  • an accelerated non-renounceable entitlement offer (Entitlement Offer) consisting of:
    • a €261m (A$465m) accelerated institutional component of the Entitlement Offer of 116m New Shares; and
    • a €130m (A$232m) underwritten component of the non-accelerated retail component of the Entitlement Offer (Retail Entitlement Offer) of 58m New Shares; and
• a non-underwritten €75m (A$134m) component of the Retail Entitlement Offer of up to 33m New Shares.

Canaccord Genuity (Australia) Limited and Morgan Stanley Australia Securities Limited acted as joint underwriters of the Equity Raising.

HOCHTIEF’s cornerstone equity investment involved a commitment to sub-underwrite up to €130m (A$232m) of any shortfall under the underwritten component of the Retailed Entitlement Offer to increase its ownership of Vulcan Energy from 6.7% to up to 15.7% (with top-up conditional placement arrangements that would have applied had the shortfall under the Retail Entitlement Offer been insufficient to raise HOCHTIEF’s ownership to at least 10% upon completion).

As part of this commitment, HOCHTIEF has been granted the right to nominate a representative to Vulcan Energy’s board of directors, provided it maintains a relevant interest of no less than 10%.

The Equity Raising has successfully completed, with New Shares issued under the Retail Entitlement Offer on 30 December 2025, and HOCHTIEF subscribing for 58,035,714 New Shares, taking its total holding to 15.41%.

The Herbert Smith Freehills Kramer team was led by partner Philippa Stone and supported by senior associates Henry Simpson and Selena Tang.

Philippa Stone said, “We are delighted to have acted for HOCHTIEF as it supports Vulcan Energy on this transformative funding package and moves toward construction and development of Vulcan Energy’s Phase One Lionheart Project.”

This transaction is the latest example of Herbert Smith Freehills Kramer’s market-leading work in equity capital markets. Other examples include advising:

• Bank of America, Barrenjoey and Canaccord as joint lead managers on the redomiciliation and IPO of Greatland Resources Limited (Greatland), for a market capitalisation of A$4.9 billion, comprising a A$50 million primary raise and A$440 million selldown by existing shareholders.
• The Joint Lead Managers to Xero Limited’s placement and share purchase plan to raise up to ~A$2.05 billion
• GemLife on its A$750 million IPO and ASX listing
• MA Financial Group Limited in relation to the successful $330m IPO and ASX listing of the MA Credit Income Trust