Schaltbau Holding AG: Conclusion of a pre-placement agreement and intended subscription offer for mandatory convertible bonds

Schaltbau Holding AG: Conclusion of a pre-placement agreement and intended subscription offer for mandatory convertible bonds

Munich, 1 March 2021 – Today, Schaltbau Holding AG [ISIN DE000A2NBTL2] (hereinafter also “Schaltbau” or “Company”) entered into a pre-placement agreement with the investors of the AiC-Group under the leadership of Luxempart, Active Ownership Group, Shareholder Value Management and Teslin Capital Management (manager of the Midlin and Gerlin funds). Under the terms of this agreement, the investors have undertaken to purchase all mandatory convertible bonds (“Mandatory Convertible Bonds”), which Schaltbau intends to issue in April 2021, in the volume of EUR 60 million to the extent they are not subscribed by the shareholders of the Company through exercise of their subscription rights (claw back) and provided that they comply with the terms and conditions as stipulated in the pre-placement agreement.

With the conclusion of the pre-placement agreement and the intended issuance of the Mandatory Convertible Bonds, Schaltbau is ensuring at an early stage the financing of the planned new production plant in Velden in the high-tech region of Bavaria, southern Germany, as well as possible acquisitions in line with its planned profitable corporate growth strategy. The issue proceeds are also expected to contribute towards reducing net debt.

To this end, Schaltbau intends to offer Mandatory Convertible Bonds in the volume of EUR 60 million to its shareholders for subscription in the period from 1 to 16 April 2021, the full placement of which is already completely secured by the pre-placement agreement. The initial conversion price at which the holders of Mandatory Convertible Bonds may convert them into Schaltbau shares will be EUR 29.00. The Mandatory Convertible Bonds will be issued at a nominal value of 100% with a denomination of EUR 1,000.00 each. They will bear interest at a nominal rate of 0.5% p.a. and mature on 30 September 2022.

The Company intends to apply for the inclusion of the Mandatory Convertible Bonds into trading on the open market of the Frankfurt Stock Exchange.

Schaltbau will announce further details of the subscription offer in due time, prior to the beginning of the subscription period. The Mandatory Convertible Bonds will be offered exclusively on the basis of a securities prospectus to be approved by the German Federal Financial Supervisory Authority (BaFin) and published by the Company on its website at: https://schaltbaugroup.com/de.

— End of the ad hoc announcement —

PLEASE NOTE:

This announcement is neither an offer nor a solicitation of an offer to purchase or subscribe for securities in the Federal Republic of Germany, Japan, Australia, Canada, the United States of America or any other jurisdiction.

The Mandatory Convertible Bonds and the subscription rights have not been and will not be registered under the Securities Act of 1933, as most recently amended (the “Securities Act“), or with any securities commission of individual states of the United States of America. The Mandatory Convertible Bonds and the subscription rights may not be offered, exercised, sold or delivered, either directly or indirectly, in the United States of America except pursuant to an exemption from the registration requirements of the Securities Act and the securities laws of each state of the United States of America. The same applies to any offer, sale or delivery to US persons as defined in the Securities Act.

About the Schaltbau Group
Schaltbau Holding AG (ISIN: DE000A2NBTL2) is listed in the Prime Standard segment of the regulated market of Deutsche Börse AG in Frankfurt am Main. With annual Group revenue in the region of EUR 500 million and around 3,000 employees, Schaltbau is an internationally leading supplier of systems and components in the field of transportation technology and the capital goods industry. With Schaltbau, Bode, Pintsch and SBRS as their core brands, Schaltbau Group companies develop a wide range of high-quality technologies and customer-specific technological solutions for rolling stock, rail infrastructure, passenger vehicles and commercial vehicles. As one of the few specialists for smart DC energy concepts, the Schaltbau Group is also a driver of innovation for the fast-growing markets of tomorrow such as new mobility, new energy and new industry.
To find out more about the Schaltbau Group, go to: https://schaltbaugroup.com

Contact:
Dr. Kai Holtmann
Head of Investor Relations & Corporate Communications
Schaltbau Holding AG
Hollerithstrasse 5
81829 Munich
Germany
P +49 89 93005-209
investor@schaltbau.de