DGAP-Adhoc Schaltbau Holding AG: Conclusion of a pre-placement agreement and intended subscription offer for mandatory convertible bonds
DGAP-Ad-hoc: Schaltbau Holding AG / Key word(s): Financing
Schaltbau Holding AG: Conclusion of a pre-placement agreement and intended subscription offer for mandatory convertible bonds
Munich, 1 March 2021 - Today, Schaltbau Holding AG [ISIN DE000A2NBTL2] (hereinafter also "Schaltbau" or "Company") entered into a pre-placement agreement with the investors of the AiC-Group under the leadership of Luxempart, Active Ownership Group, Shareholder Value Management and Teslin Capital Management (manager of the Midlin and Gerlin funds). Under the terms of this agreement, the investors have undertaken to purchase all mandatory convertible bonds ("Mandatory Convertible Bonds"), which Schaltbau intends to issue in April 2021, in the volume of EUR 60 million to the extent they are not subscribed by the shareholders of the Company through exercise of their subscription rights (claw back) and provided that they comply with the terms and conditions as stipulated in the pre-placement agreement.
With the conclusion of the pre-placement agreement and the intended issuance of the Mandatory Convertible Bonds, Schaltbau is ensuring at an early stage the financing of the planned new production plant in Velden in the high-tech region of Bavaria, southern Germany, as well as possible acquisitions in line with its planned profitable corporate growth strategy. The issue proceeds are also expected to contribute towards reducing net debt.
To this end, Schaltbau intends to offer Mandatory Convertible Bonds in the volume of EUR 60 million to its shareholders for subscription in the period from 1 to 16 April 2021, the full placement of which is already completely secured by the pre-placement agreement. The initial conversion price at which the holders of Mandatory Convertible Bonds may convert them into Schaltbau shares will be EUR 29.00. The Mandatory Convertible Bonds will be issued at a nominal value of 100% with a denomination of EUR 1,000.00 each. They will bear interest at a nominal rate of 0.5% p.a. and mature on 30 September 2022.