HWA AG: Management Board Resolves Rights Issue Capital Increase of EUR 8 Million
Apr 28, 2020
The capital increase will be carried out by issuing up to 800,000 new no-par value bearer shares, each representing a notional interest in the share capital of EUR 1.00 and carrying dividend rights from January 1, 2019, against cash contributions.
The new shares will be issued at an issue price of EUR 10.00 per share and offered to existing shareholders at a subscription price of EUR 10.00 per new share.
The subscription ratio is 7:1. Shareholders will receive one subscription right for each seven shares already held, entitling them to subscribe for one new share.
The subscription period begins on Wednesday, April 29, 2020, at 4:00 p.m. and ends on May 13, 2020, at midnight.
The subscription offer requires a Securities Information Sheet (Wertpapier-Informationsblatt – WIB), the publication of which was approved by the German Federal Financial Supervisory Authority (BaFin) on April 27, 2020.
No exchange trading of subscription rights will take place.
Shareholders also have the opportunity to submit binding orders for additional new shares beyond their entitlement under the subscription ratio (“oversubscription”). However, there is no legal entitlement to receive shares under the oversubscription option.
If the total number of shares requested through oversubscription exceeds the number of new shares not subscribed for during the subscription period, allocations under the oversubscription option will be reduced on a pro-rata basis in accordance with the principle of equal treatment under stock corporation law.
To the extent that unsubscribed new shares remain available after the exercise of subscription rights and any oversubscription requests, HWA AG reserves the right to offer such shares to a limited number of investors in the context of a private placement at a price of at least EUR 10.00 per share.
The allocation of such shares will be made at the discretion of the Management Board with the approval of the Supervisory Board.
The full text of the subscription offer, including information regarding the exercise and settlement of subscription rights, will be published in the German Federal Gazette (Bundesanzeiger) during the afternoon of April 28, 2020.
The subscription offer is being conducted in Germany as a prospectus-exempt offering pursuant to Section 3 No. 2 of the German Securities Prospectus Act (WpPG). Accordingly, the Company will neither prepare nor publish a securities prospectus for the new shares or the subscription offer.
In accordance with Section 4 WpPG, HWA AG has prepared a Securities Information Sheet (WIB) and filed it with BaFin. BaFin approved the publication of the Securities Information Sheet on April 27, 2020.
The Securities Information Sheet is available from this afternoon on the Company’s website at www.hwaag.com.
Shareholders are advised to thoroughly inform themselves before exercising their subscription rights and to review the Company’s financial reports available on the Company’s website at www.hwaag.com.
ODDO SEYDLER BANK AG is acting as Capital Markets Advisor, while KAS Bank N.V. is serving as the settlement agent for the transaction.