Disclosure of Inside Information pursuant to Article 17 MAR
Nov 14, 2024
HWA AG: Rights Issue Capital Increase and Issuance of a Mandatory Convertible Bond Backed by Dörflinger Management & Beteiligungs GmbH
Affalterbach, November 14, 2024 – The Management Board of HWA AG (“HWA” or the “Company”) (ISIN: DE000A0LR4P1; WKN: A0LR4P), with the approval of the Supervisory Board, today resolved on a rights issue capital increase with a volume of approximately EUR 3.88 million and the issuance of a mandatory convertible bond with a volume of approximately EUR 4.1 million. Both transactions are secured by a backstop agreement provided by Dörflinger Management & Beteiligungs GmbH (“Dörflinger”) and are intended to refinance and support the Company’s ongoing transformation process.
As part of the capital increase, which remains subject to the approval of a Securities Information Sheet by the German Federal Financial Supervisory Authority (BaFin), 2,537,575 new no-par value bearer shares of the Company (“HWA Shares”) are to be issued from the Company's authorized capital against cash contributions at a subscription price of EUR 1.53 per share, representing a total volume of EUR 3,882,489.75.
The mandatory convertible bond has an aggregate principal amount of EUR 4,103,621.69 and is divided into 1,450,043 equal-ranking bearer notes with a nominal value of EUR 2.83 each (the “MCB 2024/2026”).
The MCB 2024/2026 bears interest at a rate of 5% per annum and has a term of 18 months. Each note of the MCB 2024/2026 may be converted into one HWA Share. Upon maturity of the MCB 2024/2026, the notes will be mandatorily converted into HWA Shares pursuant to the mandatory conversion feature.
Existing shareholders will be granted subscription rights both for the new HWA Shares and for the notes of the MCB 2024/2026. The subscription offers will be conducted without a prospectus and are expected to commence simultaneously in the near future.
The exact subscription period will be determined and announced by the Management Board shortly after approval of the Securities Information Sheet required for the public offering.
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 securities in Germany will be made exclusively on the basis of a Securities Information Sheet yet to be approved by the German Federal Financial Supervisory Authority (BaFin).
Any investment decision regarding the Company’s securities should be made solely on the basis of such Securities Information Sheet (including any updates thereto). The Securities Information Sheet will be published immediately after approval by BaFin 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.
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