EQS-Adhoc: Lenzing AG: Lenzing launches approx. EUR 400 million fully underwritten capital increase with subscription rights

EQS-Ad-hoc: Lenzing AG / Key word(s): Capital Increase
   Lenzing AG: Lenzing launches approx. EUR 400 million fully underwritten
   capital increase with subscription rights

   16-Jun-2023 / 07:29 CET/CEST
   Disclosure of an inside information acc. to Article 17 MAR of the
   Regulation (EU) No 596/2014, transmitted by EQS News - a service of EQS
   Group AG.
   The issuer is solely responsible for the content of this announcement.

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   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.

    

   Lenzing launches approx. EUR 400 million fully underwritten capital
   increase with subscription rights

     • Cash capital increase with subscription rights of approximately
       EUR 400 million gross proceeds
     • The offer is subject to the approval and publication of the prospectus
       for the Offering by the Austrian Financial Market Authority, which is
       expected for today
     • The subscription price has been set at EUR 33.10 per share
     • Per 11 shares held, each shareholder can subscribe to 5 new shares.
     • The indirect majority shareholder of Lenzing, B&C Group, has committed
       to subscribe for all of its subscription rights
     • The subscription period is expected to commence on 21 June 2023
       (inclusive) and to end on 5 July 2023 (inclusive)
     • The subscription rights are expected to trade from 21 June 2023
       (inclusive) until 29 June 2023 on the Official Market of the Vienna
       Stock Exchange
     • International private placement of any unsubscribed new shares is
       expected to take place on 5 July 2023
     • Lenzing plans to use the proceeds to strengthen its financial position
       and support the execution of its “Better Growth” corporate strategy

   Lenzing – The management board of Lenzing Aktiengesellschaft (“Lenzing” or
   the “Company”), with the approval of the supervisory board, has decided to
   launch a fully underwritten capital increase against contribution in cash
   with subscription rights for existing shareholders to raise gross proceeds
   of approximately EUR 400 million (the “Offering”). The proceeds of the
   Offering will be used to strengthen Lenzing’s balance sheet and liquidity
   position and provide additional flexibility to further support the
   execution of its “Better Growth” corporate strategy.

   Main Terms of the Offering

   The Offering will result 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”), representing a 35.9% discount to the TERP
   (theoretical ex-rights price) based on the closing price of Lenzing’s
   shares on 15 June 2023. The gross proceeds of the Offering will amount to
   approximately EUR 400 million.

   Each shareholder of Lenzing will receive one subscription right for each
   Lenzing share held as of 11:59 p.m. Central European Summer Time on 16
   June 2023. The subscription ratio is 11 to 5, so that shareholders (or
   holders of subscription rights) are entitled to subscribe for 5 New Shares
   of Lenzing for every 11 existing shares (or for the equivalent number of
   subscription rights). There will be no compensation for subscription
   rights not exercised; however, the subscription rights are transferable
   and can be traded on the Official Market of the Vienna Stock Exchange
   during the trading period indicated below. One existing shareholder has
   waived its right to four subscription rights in order to provide for an
   even Subscription Ratio.

   Any New Shares not subscribed for by existing shareholders or holders of
   subscription rights will be offered for sale to selected institutional and
   other qualified investors pursuant to applicable private placement
   exemptions, with the offer price in such private placement being at least
   equal to the Subscription Price.

   Subscription Commitment

   B&C Group, which indirectly holds 52.25% of Lenzing’s share capital, has
   committed to subscribe pro-rata to their shareholding for 6,305,315 New
   Shares in the Offering at the Subscription Price (equivalent to
   approximately EUR 209 million).

   Indicative Timetable of the Offering

   Subject to the publication of the prospectus as approved by the Austrian
   Financial Market Authority (FMA), the New Shares will be offered to
   existing shareholders by way of an indirect subscription right
   (mittelbares Bezugsrecht) in accordance with section 153 para 6 of the
   Austrian Stock Corporation Act with Erste Bank Group AG acting as
   subscription agent during the subscription period, which is expected to
   run from  Wednesday, 21 June 2023 (inclusive) until 5 July 2023
   (inclusive). Subscription rights will be traded on the Official Market of
   the Vienna Stock Exchange under ISIN AT0000A35PJ0 from 21 June 2023
   (inclusive) up to 29 June 2023 (inclusive). The existing Lenzing shares
   will be traded “ex subscription rights” from 19 June 2023 onwards.

   Settlement and delivery and trading in the Prime Market segment of the
   Vienna Stock Exchange of the New Shares under the existing ISIN
   AT0000644505 is expected to commence 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 release does not constitute an offer of securities for sale or a
   solicitation of an offer to purchase securities. A public offer of
   securities of the Company in Austria will be made solely on the basis of a
   securities prospectus to be approved by the Austrian Financial Market
   Authority (“FMA”) in Austria, which approval should not be understood as
   an endorsement of any Securities offered. Neither this announcement, nor
   anything contained herein, shall form the basis of or be relied upon in
   connection with, any offer or commitment whatsoever in any jurisdiction. A
   decision on the acquisition regarding the securities of the Company should
   only be made on the basis of the approved securities prospectus. The
   securities prospectus will be published promptly upon approval by the FMA
   expected on 16 June 2023 and will be available in electronic form on the
   Company’s website ([1]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.

    

   Your contact for                                          
   Public Relations:                               Investor Relations:
                                                             
   Dominic Köfner                                     Sébastien Knus
   Vice President Corporate Communications &  Vice President Capital Markets
   Public Affairs                               Lenzing Aktiengesellschaft
   Lenzing Aktiengesellschaft                  Werkstraße 2, 4860 Lenzing,
   Werkstraße 2, 4860 Lenzing, Austria                   Austria
                                                             
   Phone   +43 7672 701 2743                   Phone     +43 7672 701 3599
   E-mail   [2]media@lenzing.com             E-mail     [4]s.knus@lenzing.com
   Web      [3]www.lenzing.com                Web        [5]www.lenzing.com
    

    

    

   End of Inside Information

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   16-Jun-2023 CET/CEST News transmitted by EQS Group AG. www.eqs.com

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   Language:    English
   Company:     Lenzing AG
                4860 Lenzing
                Austria
   Phone:       +43 7672-701-0
   Fax:         +43 7672-96301
   E-mail:      office@lenzing.com
   Internet:    www.lenzing.com
   ISIN:        AT0000644505
   Indices:     ATX
   Listed:      Vienna Stock Exchange (Official Market)
   EQS News ID: 1658587


    
   End of Announcement EQS News Service


   1658587  16-Jun-2023 CET/CEST

References

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