BAUER AG achieves net proceeds of around EUR 100.8 million from successful capital increase with subscription rights

Schrobenhausen, Germany – As part of the subscription offer that ended according to schedule on March 15, 2023, and the subsequent placement of new shares not subscribed by shareholders, BAUER Aktiengesellschaft was able to place 16,945,697 new shares against cash contribution and thus almost in full.

BAUER Aktiengesellschaft receives gross proceeds of around EUR 101.7 million from the capital increase through the issue of new shares in exchange for cash contributions. Net proceeds from the capital increase of approximately EUR 100.8 million will be used for the repayment of financial liabilities and thereby serve to increase the equity ratio.

SD Thesaurus GmbH, Munich, which had undertaken to acquire all new shares that were not purchased by company shareholders within the scope of their subscription rights at the purchase price, up to a maximum total amount of EUR 70 million, was issued 12,000,000 new shares. SD Thesaurus GmbH thus acquires shares amounting to 27.9% of the company’s share capital.

Doblinger Beteiligung GmbH, Munich, acquires 2,900,000new shares as part of the capital increase, which means that its share in the company’s share capital, taking into account the shareholding already existing, is reduced to 24.9 %.

After the capital increase, the Bauer family holds 21.8% of the company’s share capital.

“We are thrilled that it was possible to implement the capital increase nearly in full. I would like to thank all participating shareholders and investors for their trust,” says Peter Hingott, CFO of BAUER AG. “With this step, we have laid a crucial foundation for the future and we are able to considerably improve our balance sheet situation again.”

With recording of the execution of the capital increase in the Commercial Register, which is anticipated by Thursday, March 23, 2023, the total number of shares issued in the company will increase to 43,037,478 shares. It is expected that the new shares will be included in the existing listing on the Frankfurt Stock Exchange and that they will be delivered to investors on Thursday, March 30, 2023, but no earlier than on the first stock exchange trading day following their admission to trading.

Important notice

This announcement does not constitute either an offer to sell or an invitation to purchase or subscribe securities.

This announcement is not a prospectus. Interested investors should exclusively make their investment decision regarding the securities mentioned in this announcement on the basis of the information in the securities prospectus (including any addenda thereto) prepared by the company in conjunction with the public offer of these securities. Copies of this securities prospectus, after its approval by the German Federal Financial Supervisory Authority (BaFin) and its publication, will be available free of charge at BAUER Aktiengesellschaft, Schrobenhausen, Germany, and can be viewed in electronic form on the company’s website (https://www.bauer.de/bauer_group/investor_relations/).

This announcement is not an offer for the sale of securities in the United States of America. Securities may only be sold or offered for sale in the United States of America with prior registration, or without prior registration only on the basis of an exemption subject to the regulations of the U.S. Securities Act of 1933 in its current valid version (the "Securities Act"). If a public offer of securities were planned in the United States of America, this offer would be carried out on the basis of a securities prospectus that investors could obtain from the company. This securities prospectus would contain detailed information about the company and its management, as well as the company’s financial information. No public offer of the securities mentioned in this announcement will be made in the United States of America.

Outside of Germany, this announcement is only directed at those individuals in member countries of the European Economic Area ("EEA") and is exclusively intended for those individuals in member countries of the EEA who are "qualified investors" as defined by Article 2(e) of Regulation EU) 2017/1129 in its current valid version.

In the United Kingdom, this information may only be passed on and is only directed at (i) professional investors as defined by Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 in its current valid version (the "Order"), (ii) high net worth companies that fall under Articles 49(2)(a) through (d) of the Order or (iii) other individuals to whom this information may be transmitted legally (all such persons are referred to jointly here as "Relevant Persons"). The securities are exclusively available for relevant persons, and any invitation to subscribe, purchase or otherwise acquire such securities or any offer or any agreement to do so will only be addressed to relevant persons. Anyone who is not a relevant person should not take action based on this announcement or rely on this announcement or its contents.

Subject to specific exemptions in accordance with the Securities Act, the securities mentioned in this announcement may not be sold or offered for purchase in Australia, Canada or Japan, nor to or for the account of persons who reside or live in Australia, Canada or Japan.

Some of the details in this announcement may contain forecasts or other future-related statements concerning future events or about the company’s future financial situation. Future-related statements can be identified from terms such as "expect," "believe," "predict," "estimate," "plan," "will be," "could be," "may be," or "may be depending on the circumstances," as well as the negative use of these terms or similar expressions. We would like to inform you that these statements are merely forecasts and that the actual events or results may differ significantly from these forecasts. We do not intend to update these statements in order to account for events or circumstances that occur after the date of this announcement, nor for the occurrence of unforeseen events. Numerous factors, including the overall economic conditions, our competitive environment, the risks inherent to our industry as well as many other risks particularly associated with the company and its business operation may result in actual events differing significantly from those contained in our forecasts or future-related statements.