Schaltbau Holding AG: Schaltbau Holding AG publishes prospectus for capital increase
31.01.2018 / 14:43
The issuer is solely responsible for the content of this announcement.
Issued by Schaltbau Holding AG, Munich, Germany
German SIN 717030 – ISIN DE0007170300
Schaltbau Holding AG publishes prospectus for capital increase
- In a capital increase with subscription rights, 2,242,420 New Shares are offered from tomorrow 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 and further investors as well as firm subscription commitments
- Capital increase intended to repay existing financial liabilities as well as to strengthen the equity and liquidity situation
Munich (Germany), 31 January 2018. The Management Board of Schaltbau Holding AG today resolved, with the approval of the Supervisory Board, to increase the capital of the Company with subscription rights for existing shareholders. The securities prospectus for the offering of the New Shares was approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin) today, and the Company has published the prospectus on its website at www.schaltbau.com, under the ‘Investor Relations & Media’ tab in the ‘Capital Increase 2018’ menu. Later today, the subscription offer will also be published in the German Federal Gazette (Bundesanzeiger).
Schaltbau will use the proceeds from the capital increase to strengthen the liquidity of the Company. This will be reached by redeeming current bank borrowings and financial liabilities under revolving credit lines.
Dr. Bertram Stausberg, Spokesman for the Executive Board of Schaltbau Holding AG, stated, “The completion of the sale of the Pintsch Bubenzer Group and the rights offer starting tomorrow imply major progress for Schaltbau, fueling the current restructuring programme. Now our immediate financial headroom will increase significantly. We will fully redeem all financial liabilities due, and additionally we generate liquidity enabling us to continue our strategic repositioning successfully. Furthermore, the newly established financial stabilisation will support our operations, which need to cope with growing order intake on an ongoing basis.”
Through the utilisation of existing authorised capital, the nominal share capital of the Company is to be increased by issuing up to 2,242,420 New Shares, from EUR 8,063,919.40 by up to EUR 2,735,752.40 to up to EUR 10,799,671.80. The New Shares are fully entitled to dividends for the financial year commencing on 1 January 2017.
The subscription period during which the existing shareholders of the Company may exercise their subscription rights will begin on 1 February 2018 and end on 14 February 2018 (both including). The New Shares will be 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. COMMERZBANK acts as the Sole Global Coordinator and Sole Bookrunner in this transaction and has agreed to subscribe the New Shares and to offer them to existing shareholders or other holders of subscription rights in accordance with the conditions of the subscription offer. Three existing shares of Schaltbau Holding AG 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.
Prior to the capital increase, existing shareholders as well as new investors have committed to purchase up to a certain cap a total of up to 1,672,504 New Shares, but at least 1,444,755 New Shares, which have not been purchased by existing shareholders until the end of subscription period. This ensures net proceeds of at least EUR 28.9 million.
All New Shares not subscribed for or acquired by way of binding purchase orders, during the subscription period will be offered to investors in parallel by way of a private placement.
From tomorrow, 1 February 2018 onwards, the existing shares will be quoted as ‘ex-subscription rights’. Implementation of the capital increase is expected to be entered in the commercial register on 16 February 2018.
Schaltbau Holding AG is asking its shareholders to exercise their subscription rights for the New Shares between 1 and 14 February 2018 via their depository bank with the supplier mentioned below during the usual hours of business. Subscription rights that are not exercised during this period will expire without compensation. No compensation will be awarded for subscription rights that will not be exercised. Shareholders and investors are advised to carefully read the securities prospectus dated 31 January 2018 (the ‘Prospectus’), which is available on the Company’s website (www.schaltbau.com/de/) under the ‘Investor Relations & Media’ tab in the ‘Capital Increase 2018’ menu, before making a decision to exercise, acquire or sell any subscription rights, or to acquire or sell any New Shares.
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. The New Shares are expected to be included in the existing quotation of the Company’s shares. The New Shares purchased are expected to be delivered on 19 February 2018.
With annual sales of over EUR 500 million and around 3,370 employees, the Schaltbau Group is a leading supplier of components and systems in the field of transportation technology and the capital goods industry. The companies of the Schaltbau Group supply complete level crossing systems, train formation and signal technology, door and boarding systems for buses, trains and commercial vehicles, sanitary systems and interior fittings for railway vehicles, industrial brakes for container cranes and wind turbines and also high- and low-voltage components for rolling stock as well as for other fields of application. Its innovative and future-oriented products make Schaltbau a key industrial business partner, particularly in the field of transportation technology.
This corporate news contains statements regarding future developments based on information currently available. As a result of risks and uncertainties, actual outcomes could differ from the forward-looking statements made.
Schaltbau Holding AG does not intend to update these forward-looking statements.
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. The offer will be made solely by means of, and on the basis of,the published securities prospectus.
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 prepared in connection with the offering of these securities and which the Company published on 31 January 2018. The securities prospectus is available free of charge from Schaltbau Holding AG, Hollerithstrasse 5, 81829 Munich, Germany, or on the website of the Company (www.schaltbau.com), under the ‘Investor Relations & Media’ tab in the ‘Capital Increase 2018’ menu.
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 coordinating bank COMMERZBANK AG 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.
31.01.2018 Dissemination of a Corporate News, transmitted by DGAP – a service of EQS Group AG.
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