DGAP-Adhoc

Befesa S.A.: Befesa hat endgültige Vereinbarungen zur Übernahme von American Zinc Recycling Corp. für einen Kaufpreis von 450 Mio. USD unterzeichnet - Seite 2

The closing of the transaction is anticipated for Q3 2021, subject to antitrust approval and other customary closing conditions.

The acquisition will be financed through a capital increase and a pre-approved term loan B (TLB) add-on of EUR 90 million, maintaining Befesa's leverage ratio at similar levels post acquisition. For this purpose, the board of directors of Befesa ("Board of Directors") today resolved on a capital increase against cash contributions through partial utilization of its existing authorized capital under the exclusion of shareholders' subscription rights from EUR 94,575,646.35 by up to EUR 16,471,948.79 to up to EUR 111,047,595.14 ("Capital Increase") by issuing up to 5,933,293 new ordinary shares without nominal value ("New Shares"). The New Shares will carry dividend rights as from 1 January 2020 excluding the right to participate in the interim dividend which was paid on 4 December 2020 from available reserves.

The New Shares will be offered for sale exclusively to institutional investors in a private placement by way of an accelerated book building process. The private placement will commence immediately after the publication of this notification. The Board of Directors will determine and thereafter announce the final number of New Shares and the placement price following the conclusion of the accelerated book building process. Befesa has agreed to a six-months lock-up period following the private placement with market-customary exceptions.

The New Shares are to be included in the existing listing of Befesa's shares in the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange without a prospectus. Admission of the New Shares to trading is expected on 18 June 2021, trading of the New Shares is expected to commence on 21 June 2021. The delivery of the New Shares is scheduled for 21 June 2021.

Citigroup is acting as global coordinator and sole bookrunner for the private placement of the New Shares.

The dividend per Befesa share to be resolved upon in the upcoming annual general meeting on 30 June 2021 ("AGM") will remain unchanged at EUR 1.17 per share, leading to a slight increase in the total proposed dividend out of the share premium in the amount of up to EUR 6,941,953 to a total proposed dividend of up to EUR 46,799,998.