HWA AG: Finalization of Further Details for the Rights Issue Capital Increase and the Issuance of a Mandatory Convertible Bond
Nov 20, 2024
Affalterbach, November 20, 2024 – The Management Board of HWA AG (“HWA” or the “Company”) (ISIN: DE000A0LR4P1; WKN: A0LR4P) today finalized further details regarding the rights issue capital increase from the Company’s authorized capital (the “Rights Issue Capital Increase”) and the issuance of a mandatory convertible bond (the “MCB 2024/2026”), both of which were resolved on November 14, 2024, with the approval of the Supervisory Board.
The subscription period for the offers relating to the new shares issued under the Rights Issue Capital Increase and the notes issued under the MCB 2024/2026 will commence on November 22, 2024 (00:00 CET) and end on December 5, 2024 (24:00 CET).
The subscription offers for the new shares from the Rights Issue Capital Increase and for the notes of the MCB 2024/2026 will be published in the German Federal Gazette (Bundesanzeiger) on November 21, 2024. These publications will contain the details of each public offering.
The new shares are expected to be delivered to shareholders who have exercised their subscription rights on December 15, 2024, and will thereafter be tradable under ISIN DE000A0LR4P1 in the Basic Board segment (Open Market) of the Frankfurt Stock Exchange. Delivery of the notes issued under the MCB 2024/2026 is expected to take place within one week after the end of the subscription period, most likely on December 10, 2024.
Admission of the notes of the MCB 2024/2026 to trading on a regulated market or their inclusion in the Open Market of a stock exchange is not planned. Accordingly, the notes are not expected to be tradable on any stock exchange.
Both subscription offers are being conducted without a prospectus. For the public offering of the new shares from the Rights Issue Capital Increase, the German Federal Financial Supervisory Authority (BaFin) approved a Securities Information Sheet today. The document will be published on the Company’s website (https://www.hwaag.com/de/ir-disclaimer/ir.html) under the section “SUBSCRIPTION OFFER TO SHAREHOLDERS”.
The same section will also contain both subscription offers and additional information regarding the issuances, including, in particular, a Key Information Document relating to the notes of the MCB 2024/2026.
IMPORTANT NOTICES
This announcement does not constitute an offer to sell or a solicitation of an offer to purchase securities of HWA AG. Any public offering of the new shares in Germany is made solely on the basis of the Securities Information Sheet approved by the German Federal Financial Supervisory Authority (BaFin). Any investment decision regarding the Company’s new shares should be made solely on the basis of this Securities Information Sheet (including any updates thereto).
Following its approval by BaFin, the Securities Information Sheet will be published and made available free of charge on the Company’s website (https://www.hwaag.com/de/ir-disclaimer/ir.html) under the section “SUBSCRIPTION OFFER TO SHAREHOLDERS”. BaFin’s approval of the publication of the Securities Information Sheet should not be understood as an endorsement or recommendation of the Company’s securities.
With regard to the notes of the MCB 2024/2026, investors are advised to carefully read the Company’s Key Information Document pursuant to Article 5(1) of Regulation (EU) No. 1286/2014 of the European Parliament and of the Council of November 26, 2014, on key information documents for packaged retail and insurance-based investment products (PRIIPs), dated November 20, 2024, before deciding whether to exercise their subscription rights. In particular, investors should consider the risks described therein. The Key Information Document will be available on the Company’s website under the section “SUBSCRIPTION OFFER TO SHAREHOLDERS”.
This announcement is not intended for direct or indirect distribution in or within the United States of America (including its territories and possessions, any state of the United States and the District of Columbia) (the “United States”), Australia, Canada, Japan, South Africa, or any other jurisdiction where such release, announcement, publication, distribution, dissemination or forwarding would be unlawful, and may not be released, announced, published, distributed, disseminated or forwarded in or into such jurisdictions.
This announcement does not constitute an offer to purchase, or a solicitation of an offer to purchase or subscribe for, securities of HWA AG in the United States, Australia, Canada, Japan, South Africa, or any other jurisdiction where doing so would constitute a violation of the laws of such jurisdiction, nor is it part of any such offer or solicitation.
The shares of HWA AG have not been and will not be registered under the U.S. Securities Act of 1933, as amended. The shares may only be offered or sold in the United States pursuant to an exemption from the registration requirements of the Securities Act. No public offering of shares or other securities of HWA AG is being made or planned in the United States.
Contact:
Investor Relations
HWA AG
Marc Schimmelpfennig
Benzstraße 8
71563 Affalterbach
Germany
Phone: +49 (0) 7144 8717-279
Fax: +49 (0) 7144 8718-111
E-mail: ir@hwaag.com
Company Profile of HWA AG
HWA AG is an independent 360-degree engineering specialist in the fields of motorsport and high-performance vehicles. Founded in 1998 by Hans Werner Aufrecht, the company is headquartered in Affalterbach, Germany, and employs more than 260 highly qualified professionals.
All products and services of HWA AG are guided by the principle ENGINEERING SPEED. The company’s mission is to develop the highest-quality and most effective solutions to help its partners and customers achieve their goals faster. HWA AG’s service portfolio ranges from the design and engineering of all vehicle components to the development and production of complete vehicles, complemented by logistics, aftersales and support services.