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.
- 12,009,820 new shares (equivalent to a subscription rights exercise ratio of 99.52%) were subscribed for in the rights offering
- International private placement will be launched – up 58,360 new shares are offered
Lenzing – On 16 June 2023, Lenzing Aktiengesellschaft (“Lenzing“ or the “Company“) announced a fully underwritten capital increase against contribution in cash with subscription rights for existing shareholders resulting 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”) to raise gross proceeds of approximately EUR 400 million (the “Rights Offering”). The subscription period for the Rights Offering expires on 5 July 2023, 11:59 p.m. CEST.
Lenzing hereby announces that as of 5 July 2023, 5:15 p.m. CEST, 12,009,820 New Shares have been subscribed for in the Rights Offering through the exercise of subscription rights, including 6,305,315 New Shares subscribed for by B&C Group, corresponding to approximately 99.52% of the Rights Offering.
New Shares that have not been subscribed for by existing shareholder or holders of subscription rights will be offered to institutional investors in private placements (the “International Private Placement”). The International Private Placement will be launched at an offer price at least equal to the Subscription Price in the Rights Offering.
The Rights Offering is fully underwritten subject to certain conditions by the underwriters. Accordingly, any New Shares not subscribed for in the Rights Offering or placed in the International Private Placement will be allocated and subscribed for by the underwriters.
Upon completion of the International Private Placement, the offer price for the International Private Placement will be determined by the management board of the Company with the approval of the special committee of the supervisory board. The offer price in the International Private Placement is expected to be determined in the early morning of 6 July 2023 and will be published in a separate announcement.
Settlement and delivery and trading in the Prime Market segment of the Vienna Stock Exchange of all New Shares under the existing ISIN AT0000644505 is expected 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 publication constitutes neither an offer to sell nor a solicitation to buy securities of Lenzing Aktiengesellschaft. The offer is being made solely by means of, and on the basis of, the published securities prospectus (including any amendments thereto, if any) approved by the Austrian Financial Market Authority (“FMA”). An investment decision regarding the publicly offered securities of Lenzing Aktiengesellschaft should only be made on the basis of the securities prospectus (including any amendments thereto, if any) 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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