BAUER AG: Details of the capital increase against cash and/or non-cash contributions have been determined

Schrobenhausen, Germany – Today, the Management Board of BAUER Aktiengesellschaft, Schrobenhausen (ISIN DE0005168108), with the consent of the company’s Supervisory Board, finalized the details of the capital increase against cash and/or non-cash contributions resolved by the Extraordinary General Meeting on March 31, 2021: The total of 7,247,715 new shares will be offered for purchase to shareholders, subject to the approval of the relevant securities prospectus by the German Federal Financial Supervisory Authority (BaFin) and its publication on the company’s website (www.bauer.de) in the period from Tuesday, June 8, 2021, to Monday, June 21, 2021, in the subscription ratio of 13:5 already resolved by the company’s General Meeting (in other words, 13 subscription rights entitle the holder to purchase five new shares). The purchase price is EUR 10.50 for each new share.

Doblinger Beteiligung GmbH, Munich, which currently holds around 19.84% of the shares and voting rights in the company, has undertaken to exercise the subscription rights attributable to the shares held by it and, in addition, to acquire further new shares not subscribed by other shareholders of the company at the subscription price, whereas Doblinger Beteiligung GmbH’s stake in the share capital and the total number of voting rights, after the capital increase has been implemented, may not exceed 30.00% less one share and one voting right respectively. In return for the above commitment by Doblinger Beteiligung GmbH, the company has undertaken to accept Doblinger Beteiligung GmbH’s corresponding subscription and purchase offer and to allocate the corresponding number of new shares to it, but only to the extent and insofar as new shares are still available after the exercise of the subscription rights to which the other shareholders of the company are entitled.

In addition, any new shares not subscribed for as a result of the subscription offer may be acquired by shareholders. For this purpose, each shareholder may submit a binding offer to purchase such new shares at the subscription price to the subscription office via its depositary bank within the aforementioned subscription period. Furthermore, a placement of unsubscribed new shares to investors (so-called “rump placement”) is not planned. A trade of the subscription rights is not intended.

Investors who are not yet shareholders of the company but wish to submit an additional purchase offer to acquire unsubscribed shares must hold at least one share at the time at which the holdings are determined for the purpose of registering the subscription rights.

The subscription rights from the old shares will be automatically booked to the custodian banks on the evening of June 9, 2021 (record date). It is the responsibility of the custodian banks to book the subscription rights into the securities accounts of the respective shareholders.

Each of the Investors as defined in the resolution of the General Meeting of March 31, 2021, has undertaken to exercise as many subscription rights as are required to contribute to the company and transfer to it the repayment claim from the loan also specified in the resolution of the General Meeting in the total amount of EUR 12 million, recognizing the nominal value as a contribution in kind and offsetting it against the subscription price. The contribution in kind serves to reduce the company’s financial liabilities and thus to increase its equity ratio.

To the extent that the new shares are issued against cash contributions, the net proceeds from the capital increase of up to EUR 63.3 million will be used directly for the unscheduled repayment of financial liabilities and thus increase the equity ratio.

The new shares are to be admitted to trading on the Regulated Market of the Frankfurt Stock Exchange and on the sub-segment of the Regulated Market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange. 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 Monday, June 28, 2021, but no earlier than on the first stock exchange trading day following their admission to trading.

Disclaimer

This announcement may not be published, distributed or transmitted in the United States, Australia, Canada or Japan. This announcement does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of BAUER Aktiengesellschaft („Company“) in the United States, Germany or any other jurisdiction. The securities referred to herein may not be offered, sold or exercised in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended („Securities Act“). Any securities referred to herein have not been, and will not be, registered under the Securities Act.

This announcement is an advertisement and not a prospectus, for the purposes of the Prospectus Regulation (Regulation (EU) 2017/1129) and the UK Prospectus Regulation (Regulation (EU) 2017/1129 as and insofar it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018). Investors should not purchase or subscribe for any shares referred to in this announcement except on the basis of information in the prospectus to be issued by the company in connection with the offering of such shares. Copies of the prospectus will, following approval of the German Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin) and publication be available free of charge on the Company’s website (www.bauer.de).