THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, JAPAN, SOUTH AFRICA OR AUSTRALIA OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE UNLAWFUL.PLEASE SEE THE IMPORTANT INFORMATION AT THE END OF THIS NOTIFICATION.
- Cash capital increase with subscription rights of approximately EUR 400 million gross proceeds
- The offer is subject to the approval and publication of the prospectus for the Offering by the Austrian Financial Market Authority, which is expected for today
- The subscription price has been set at EUR 33.10 per share
- Per 11 shares held, each shareholder can subscribe to 5 new shares.
- The indirect majority shareholder of Lenzing, B&C Group, has committed to subscribe for all of its subscription rights
- The subscription period is expected to commence on 21 June 2023 (inclusive) and to end on 5 July 2023 (inclusive)
- The subscription rights are expected to trade from 21 June 2023 (inclusive) until 29 June 2023 on the Official Market of the Vienna Stock Exchange
- International private placement of any unsubscribed new shares is expected to take place on 5 July 2023
- Lenzing plans to use the proceeds to strengthen its financial position and support the execution of its “Better Growth” corporate strategy
Lenzing – The management board of Lenzing Aktiengesellschaft (“Lenzing” or the “Company”), with the approval of the supervisory board, has decided to launch a fully underwritten capital increase against contribution in cash with subscription rights for existing shareholders to raise gross proceeds of approximately EUR 400 million (the “Offering”). The proceeds of the Offering will be used to strengthen Lenzing’s balance sheet and liquidity position and provide additional flexibility to further support the execution of its “Better Growth” corporate strategy.
Main Terms of the Offering
The Offering will result in the issuance of 12,068,180 new no-par value bearer shares with an entitlement to dividends as of 1 January 2023 (the “New Shares”) at a subscription price of EUR 33.10 per New Share (the “Subscription Price”), representing a 35.9% discount to the TERP (theoretical ex-rights price) based on the closing price of Lenzing’s shares on 15 June 2023. The gross proceeds of the Offering will amount to approximately EUR 400 million.
Each shareholder of Lenzing will receive one subscription right for each Lenzing share held as of 11:59 p.m. Central European Summer Time on 16 June 2023. The subscription ratio is 11 to 5, so that shareholders (or holders of subscription rights) are entitled to subscribe for 5 New Shares of Lenzing for every 11 existing shares (or for the equivalent number of subscription rights). There will be no compensation for subscription rights not exercised; however, the subscription rights are transferable and can be traded on the Official Market of the Vienna Stock Exchange during the trading period indicated below. One existing shareholder has waived its right to four subscription rights in order to provide for an even Subscription Ratio.
Any New Shares not subscribed for by existing shareholders or holders of subscription rights will be offered for sale to selected institutional and other qualified investors pursuant to applicable private placement exemptions, with the offer price in such private placement being at least equal to the Subscription Price.
Subscription Commitment
B&C Group, which indirectly holds 52.25% of Lenzing’s share capital, has committed to subscribe pro-rata to their shareholding for 6,305,315 New Shares in the Offering at the Subscription Price (equivalent to approximately EUR 209 million).
Indicative Timetable of the Offering
Subject to the publication of the prospectus as approved by the Austrian Financial Market Authority (FMA), the New Shares will be offered to existing shareholders by way of an indirect subscription right (mittelbares Bezugsrecht) in accordance with section 153 para 6 of the Austrian Stock Corporation Act with Erste Bank Group AG acting as subscription agent during the subscription period, which is expected to run from Wednesday, 21 June 2023 (inclusive) until 5 July 2023 (inclusive). Subscription rights will be traded on the Official Market of the Vienna Stock Exchange under ISIN AT0000A35PJ0 from 21 June 2023 (inclusive) up to 29 June 2023 (inclusive). The existing Lenzing shares will be traded “ex subscription rights” from 19 June 2023 onwards.
Settlement and delivery and trading in the Prime Market segment of the Vienna Stock Exchange of the New Shares under the existing ISIN AT0000644505 is expected to commence on 10 July 2023, conditional upon the registration of the capital increase with the companies register. The right to terminate the offer is reserved.
Important Notice
These materials are not for distribution or release, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan or any other jurisdiction in which such distribution or release would be unlawful. These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada or Japan, or any other jurisdiction in which such offer or solicitation may be unlawful. The securities mentioned herein have not been, and will not be, registered under the US Securities Act of 1933, as amended (the “Securities Act”). The securities may not be offered or sold in the United States, absent registration or an exemption from the registration requirements of the Securities Act. There will be no public offer of the securities in the United States.
This communication is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The securities described herein are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
In the member states of the European Economic Area other than Austria, this release is only addressed to and directed at persons who are “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market (the “Prospectus Regulation”).
This release does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities. A public offer of securities of the Company in Austria will be made solely on the basis of a securities prospectus to be approved by the Austrian Financial Market Authority (“FMA”) in Austria, which approval should not be understood as an endorsement of any Securities offered. Neither this announcement, nor anything contained herein, shall form the basis of or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. A decision on the acquisition regarding the securities of the Company should only be made on the basis of the approved securities prospectus. The securities prospectus will be published promptly upon approval by the FMA expected on 16 June 2023 and will be available in electronic form on the Company’s website (https://www.lenzing.com/capital-increase-2023). A printed copy is available upon request at the seat of the Company at Werkstraße 2, 4860 Lenzing, Austria during normal business hours.
Stabilisation / EU Regulation 2014/596 / EU Regulation 2016/1052 / Austrian law.
This announcement does not constitute an offer to purchase securities or solicitation of an offer to purchase securities in any jurisdiction.
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