HWA AG: Management Board resolves on capital increase with subscription rights of EUR 8 million

Affalterbach, 28 April 2020 - Based on the authorising resolution of the Annual General Meeting on 25 July 2018, the Management Board of HWA AG has resolved, with the approval of the Supervisory Board, to increase the share capital by up to EUR 800,000.00 from EUR 5,626,500.00 to up to EUR 6,426,500.00, making partial use of the authorised capital in accordance with article 4 (4) of the articles of incorporation, by issuing up to 800,000 new, no-par-value bearer shares with a nominal value of EUR 1.00 per share and entitlement to dividends from 1 January 2019 in exchange for cash contributions.

The new shares will be issued at an issue price of EUR 10.00 per share and offered to the shareholders for subscription at a subscription price of EUR 10.00 per new share. The subscription ratio is 7 to 1. For each seven shares already held, a shareholder will receive a notional subscription right to one new share. The subscription period will begin at 4.00 p.m. on Wednesday, 29 April 2020, and end at midnight on 13 May 2020. The subscription offer requires a securities information sheet, the publication of which was approved by the German Federal Financial Supervisory Authority (BaFin) on 27 April 2020.

The subscription rights will not be traded on the stock exchange. For any New Shares that are not subscribed for on the basis of the subscription offer, shareholders will be able to place another binding order at the subscription price beyond the subscription to which they are entitled in accordance with the subscription ratio (“additional subscription”). However, there is no legal entitlement to allocation in the additional subscription. If the number of shares subscribed for in the additional subscription exceeds the number of New Shares for which subscription rights were not exercised during the subscription period, the additional subscription orders will be reduced proportionately in accordance with the principle of equal treatment under stock corporation law.

If New Shares are available to HWA AG from a non-exercised ordinary subscription or an additional subscription, the company reserves the right to offer the non-subscribed New Shares to a limited number of investors in a private placement at a price of at least EUR 10.00. Allocation will take place at the Management Board’s discretion with the approval of the Supervisory Board. The full text of the subscription offer with information on exercise and settlement will be published in the German Federal Gazette on the afternoon of 28 April 2020.

The subscription offer will be made in the form of a prospectus-free offer pursuant to section 3 no. 2 of the German Securities Prospectus Act (WpPG) in the Federal Republic of Germany. The company therefore will not prepare and publish a securities prospectus in relation to the New Shares and this subscription offer. HWA AG had a securities information sheet prepared in accordance with section 4 WpPG and submitted this to BaFin. On 27 April 2020, BaFin approved the publication of the securities information sheet. The securities information sheet will be available on the company’s website at www.hwaag.com from this afternoon onwards. Before exercising subscription rights, shareholders are advised to obtain extensive information and read the company’s financial reports that are available on the company’s website at www.hwaag.com.

Oddo Seydler Bank AG is acting as the capital markets advisor and KAS Bank N.V. as the settlement agent for this transaction.