Schaltbau Holding AG: Schaltbau Holding AG resolves cash capital increase

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR IN WHICH THE OFFERING OF SECURITIES IS SUBJECT TO REGULATORY RESTRICTIONS. OTHER RESTRICTIONS ARE ALSO APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE AD HOC ANNOUNCEMENT.

Schaltbau Holding AG resolves cash capital increase

• Offering of 2,242,420 new no-par value ordinary bearer shares for a subscription price of EUR 22.00 with a subscription ratio of 3:1
• Maximum gross proceeds of about EUR 49.3 million
• Net proceeds of at least EUR 28.9 million guaranteed through binding purchase offers of major shareholders of the Company and further investors as well as subscription declarations
• Capital increase intended to repay existing financial liabilities as well as to strengthen the equity and liquidity situation of Schaltbau Group

Munich, 31 January 2018. The Management Board of Schaltbau Holding AG (the “Company”) today resolved, with the approval of the Supervisory Board, to increase the nominal share capital of the Company from EUR 8,063,919.40 by EUR 2,735,752.40 to up to EUR 10,799,671.80 against cash contributions through the utilisation of existing authorised capital by issuing up to 2.242.420 new no-par value ordinary bearer shares, each with a notional value of EUR 1.22 per share (the “New Shares”). The New Shares are fully entitled to dividends of the Company for the financial year commencing on 1 January 2017.

The New Shares are offered to the existing shareholders by way of indirect subscription rights at a subscription ratio of 3:1 and at a subscription price of EUR 22.00 per New Share (the “Subscription Price”). Thus, three existing shares of the Company entitle holders to subscribe for one New Share. The subscription rights of the shareholders have been excluded for a fractional amount of 41,712 New Shares.

Maximum gross proceeds from the capital increase could amount to about EUR 49.3 million. The Company has received binding purchase offers from existing shareholders and investors who have agreed to purchase further New Shares that were not subscribed for by existing shareholders within the subscription period up to a specified maximum number. In addition, current shareholders have committed themselves by way of subscription declarations to exercise their subscription rights to a certain extent. In total, the Company has received backstop commitments and subscription declarations for up to 1,672,504 New Shares, but at least 1,444,755 New Shares, corresponding to net proceeds of at least EUR 28.9 million.

The Company intends to use the proceeds from the capital increase to repay existing financial liabilities as well as to strengthen the equity and liquidity situation of Schaltbau Group.

Subject to the approval of the securities prospectus by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) and the publication of the securities prospectus, which are expected for today, 31 January 2018, the subscription period during which the existing shareholders or other holders of subscription rights of the Company may exercise their subscription rights is expected to begin on 1 February 2018 and to end on 14 February 2018 (both including). The Sole Global Coordinator COMMERZBANK has agreed to subscribe to and underwrite the New Shares and to offer the New Shares to existing shareholders or other holders of subscription rights in accordance with the conditions of the subscription offer, which is also expected to be published today in the German Federal Gazette (Bundesanzeiger). New Shares not subscribed for by existing shareholders and other holders of subscription rights or acquired by way of binding purchase orders will be offered parallel to the subscription period by way of a private placement to investors. From 1 February 2018 onwards, the existing shares of the Company will be quoted as ‘ex-subscription rights’.

Trading in subscription rights on a stock exchange is not planned and has not been requested by the Company. There will be no compensation for unexercised subscription rights.

The admission to trading of the New Shares on the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange with simultaneous admission to the sub-segment thereof with additional post-admission obligations (Prime Standard) as well as on the regulated market segment (regulierter Markt) of the Munich Stock Exchange is expected to be granted on or around 16 February 2018. Trading is expected to commence presumably on 19 February 2018.

Contact:

Wolfgang Güssgen
Head of Investor Relations & Corporate Communications
Schaltbau Holding AG
Hollerithstrasse 5
81829 Munich
Germany
P +49 89 93005-209
guessgen@schaltbau.de

ISIN: DE0007170300
WKN: 717030
Quotation: Frankfurt Stock Exchange (regulated market – Prime Standard); Munich Stock Exchange (regulated market)

Important Notice:

This announcement does not constitute an offer of securities for sale or a solicitation of an offer to purchase or subscribe securities of Schaltbau Holding AG in the United States, Germany or any other jurisdiction. The offer will be made solely by means of, and on the basis of, a securities prospectus which is to be published.

This announcement does not constitute a securities prospectus. Potential investors should make their investment decision regarding the securities mentioned in this announcement solely on the basis of the securities prospectus which the Company is preparing in connection with the offering of these securities and which the Company will publish promptly upon approval by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin). The securities prospectus will be available free of charge from Schaltbau Holding AG, Hollerithstraße 5, 81829 Munich, Germany, or on the website of Schaltbau Holding AG (www.schaltbau.com/de/), presumably as of 31 January 2018.

This publication is not intended, either directly or indirectly, for dissemination or distribution to the USA or within the USA (including its territories and possessions, a U.S. federal state and the District of Columbia) and may not be distributed or forwarded to ‘U.S. persons’ (as defined in Regulation S of the U.S. Securities Act of 1933 in the applicable version (‘Securities Act’)) or to publications which are widely available in the USA. This publication does not constitute an offer – or a request to issue an offer – to buy or acquire securities in the USA, nor is it part of such an offer or request. The securities are not and will not be registered in accordance with the provisions of the Securities Act and may only be sold or offered for purchase in the USA with prior registration in accordance with the provisions of the Securities Act in the version currently applicable or, in the absence of prior registration, if an exemption is granted. Schaltbau Holding AG does not intend to make a public share offer in the USA.

Subject to certain exceptions under applicable securities laws, the securities referred to in this announcement may not be offered or sold in Canada, Australia or Japan or to, or for the account or benefit of, any national, resident or citizen of Canada, Australia or Japan.

No action has been taken that would permit an offering of the securities or their subscription or the distribution of this announcement in any jurisdiction where such offering, subscription or distribution is prohibited. Persons who obtain this announcement are required to inform themselves about potential restrictions and to observe any such restrictions.

This announcement contains forward-looking statements. These statements are based on the current views, expectations and assumptions of the management of Schaltbau Holding AG and involve 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. Actual results, performance or events may differ materially from those described herein due to factors affecting Schaltbau Holding AG such as, among other things, changes in the general economic and competitive environment, capital market risks, currency exchange rate fluctuations and competition from other companies, and changes in international and national laws and regulations, in particular with respect to tax laws and regulations. Schaltbau Holding AG does not assume any obligation to update any forward-looking statements.

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed, for any purpose, on the information contained in this announcement or its accuracy or completeness. The information in this announcement is subject to change.

Neither the bank nor any of their directors, officers, employees, advisers or agents accept any responsibility or liability whatsoever for or make any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or, with limited exception, other information relating to Schaltbau Holding AG, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and independent from how it was transmitted or made available, or for any loss in any way arising from any use of this announcement or its contents or otherwise arising in connection therewith.