EQS-News: Lenzing AG: Lenzing launches approx. EUR 400 million fully underwritten capital increase with subscription rights
EQS-News: Lenzing AG / Key word(s): Capital Increase
Lenzing AG: Lenzing launches approx. EUR 400 million fully underwritten
capital increase with subscription rights
16.06.2023 / 08:00 CET/CEST
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 the Company’s balance sheet and
liquidity position and provide additional flexibility with respect to the
Company’s financing strategy, as well as support its strategic roadmap.
“The capital increase gives us the leeway to take advantage of the gradual
recovery of the market for Lenzing, increase efficiencies and support the
execution of our corporate strategy ‘Better Growth’ to drive sustainable,
cash generating, profitable growth. The fact that our core shareholder,
B&C Group, is fully participating in the capital increase is further proof
that we are taking the right action at the right time and also sends a
strong signal to the capital market”, states Stephan Sielaff, Chief
Executive Officer of Lenzing Group.
“We are strengthening the Company’s financial position with the capital
increase. This proactive approach provides us with financial flexibility,
which is the basis for strategic growth and strengthens Lenzing’s
resilience. It is a major step towards strengthening our balance sheet in
combination with several operational measures to enhance profitability and
to reduce leverage going forward”, Nico Reiner, Chief Financial Officer of
Lenzing Group, adds.
Background to the Offering
The decision to launch the Offering comes after a comprehensive review of
Lenzing’s capital structure initiated following the challenging market
conditions in the second half of 2022. While the Company’s results for the
first quarter of 2023 have shown signs of recovery and Lenzing expects
significant further improvements during the remainder of 2023, the
management board believes it is prudent to proactively maximize
flexibility, strengthen the financial position of the Company and support
the execution of the Company’s “Better Growth” strategy.
In addition, the Company has implemented several operational measures
during the course of 2022 and 2023 including:
• A cost reduction programme that is well on track to deliver more than
EUR 70 million of potential structural savings p.a. as of 2023 and
working capital improvement measures to further strengthen cash flow
generation; and
• Following capital expenditures of approximately EUR 1.8 billion
(2020A-2022A) related to building additional capacity at plants in
Thailand and Brazil, the Company is expecting to return to normalised
Capex levels. The additional capacity at these plants is expected to
contribute significantly to Lenzing’s EBITDA generation, starting in
2023.
Accordingly, Lenzing reconfirms its EBITDA guidance range of EUR 320 to
EUR 420 million while also improving its cash flow profile for the
financial year ending 31 December 2023.
In order to proactively manage and further optimise its debt maturity
profile, Lenzing has reached a non-binding agreement in principle with
certain lenders to extend the maturity of certain of its loans by two
years, so that EUR 249 million of principle and interest currently payable
between December 2023 and June 2025 will be due at specified later dates.
The extensions are subject to the negotiation and execution of final
documentation by the respective lenders and the Group. Over the long term,
the Company is targeting a net leverage ratio (net financial debt /
EBITDA) of <2.5x.
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.
Underwriting of the Offering
The Offering will be fully underwritten, subject to certain conditions, by
a syndicate of banks consisting of J.P. Morgan SE, Morgan Stanley Europe
SE, BNP PARIBAS and UniCredit Bank AG as Joint Global Coordinators and
Joint Bookrunners, Erste Group Bank AG as Joint Bookrunner, and
COMMERZBANK Aktiengesellschaft and Raiffeisen Bank International AG as
Co-Lead Managers (the “Managers”).
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, on behalf of the
Managers, 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.
Lock-up Agreements
Following the Offering, the Company as well as Lenzing’s majority
shareholder, B&C KB Holding GmbH and B&C Ares Holding GmbH, will be
subject to a 6-month lock-up, subject to certain exceptions.
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.
Information in Announcement
The information contained in this announcement is for background purposes
only and does not purport to be full or complete. No reliance may be
placed by any person for any purpose on the information contained in this
announcement or its accuracy, fairness or completeness.
The information in this announcement is subject to change. Before making
an investment decision with respect to any securities to which this
announcement relates, persons viewing this announcement should ensure that
they fully understand and accept the risks which will be set out in the
securities prospectus, if published. No reliance may be placed for any
purpose on the information contained in this announcement or its accuracy
or completeness.
This announcement does not constitute a recommendation concerning a
possible offer. The value of shares can decrease as well as increase.
Potential investors should consult a professional advisor as to the
suitability of a possible offer for the person concerned. Nothing
contained herein constitutes or should be construed as investment, tax,
financial, accounting or legal advice.
Certain data in this announcement, including financial, statistical, and
operating information has been rounded. As a result of the rounding, the
totals of data presented in this announcement may vary slightly from the
actual arithmetic totals of such data. Percentages in tables may have been
rounded and accordingly may not add up to 100%.
Forward-Looking Statements
Certain statements contained in this release may constitute
“forward-looking statements” that involve a number of risks and
uncertainties. Forward-looking statements are generally identifiable by
the use of the words “may”, “will”, “should”, “plan”, “expect”,
“anticipate”, “estimate”, “believe”, “intend”, “project”, “goal” or
“target” or the negative of these words or other variations on these words
or comparable terminology. Forward-looking statements are based on
assumptions, forecasts, estimates, projections, opinions or plans that are
inherently subject to significant risks, as well as uncertainties and
contingencies that are subject to change. No representation is made or
will be made by the Company that any forward-looking statement will be
achieved or will prove to be correct. The actual future business,
financial position, results of operations and prospects may differ
materially from those projected or forecast in the forward-looking
statements. Each of the Company and the Managers and their respective
affiliates accordingly expressly disclaim any obligation to update, and
does not expect to publicly update, or publicly revise, any
forward-looking statements or other information contained in this release,
whether as a result of new information, future events or otherwise, except
as otherwise required by law.
Information to Distributors
MiFID II product governance/target market
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments,
as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated
Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing
measures (together, the “MiFID II Product Governance Requirements”), and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any “manufacturer” (for the purposes of the MiFID II
Product Governance Requirements) may otherwise have with respect thereto,
the subscription rights to the new shares and the new shares
(collectively, the “Securities”) have been subject to a product approval
process, which has determined that such Securities are: (i) compatible
with an end target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each as
defined in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the “Target Market
Assessment”).
Notwithstanding the Target Market Assessment, distributors should note
that: (i) the price of the Securities may decline and investors could lose
all or part of their investment; (ii) the Securities offer no guaranteed
income and no capital protection; and (iii) an investment in the
Securities is compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target Market
Assessment is without prejudice to the requirements of any contractual,
legal or regulatory selling restrictions in relation to the Offering.For
the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
MiFID II; or (b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with respect
to the Securities. Each distributor is responsible for undertaking its own
Target Market Assessment in respect of the Securities and determining
appropriate distribution channels.
UK MiFIR product governance / UK target market
Solely for the purposes of the product governance requirements of Chapter
3 of the FCA Handbook Product Intervention and Product Governance
Sourcebook (the “UK Product Governance Rules”), and disclaiming all and
any liability, whether arising in tort, contract or otherwise, which any
“manufacturer” (for the purposes of the UK Product Governance Rules) may
otherwise have with respect thereto, the Securities have been subject to a
product approval process, which has determined that such Securities are:
(i) compatible with an end target market of retail investors and investors
who meet the criteria of professional clients and eligible counterparties,
each as clients as defined in paragraph 3 of the FCA Handbook Conduct of
Business Sourcebook; and (ii) eligible for distribution through all
distribution channels (the “UK Target Market Assessment”).
Notwithstanding the UK Target Market Assessment, distributors (for the
purposes of the UK Product Governance Rules) should note that: the price
of the Securities may decline and shareholders and investors could lose
all or part of their investment; the Securities offer no guaranteed income
and no capital protection; and an investment in the Securities is
compatible only with shareholders and investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are capable of
evaluating the merits and risks of such an investment and who have
sufficient resources to be able to bear any losses that may result
therefrom. The UK Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions
in relation to the Offering.
Furthermore, it is noted that, notwithstanding the UK Target Market
Assessment, the Managers will only procure investors who meet the criteria
of professional clients and eligible counterparties (except for a public
offering to existing shareholders and investors in Austria conducted
pursuant to the securities prospectus that has been approved by and
registered with the Austrian Financial Market Authority
(Finanzmarktaufsichtsbehörde)).
For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of Chapter 9A or 10A respectively of the FCA Handbook Conduct of
Business Sourcebook; or (b) a recommendation to any investor or existing
Shareholder in the Company or group of investors or existing shareholders
in the Company to invest in, or purchase, or take any other action
whatsoever with respect to, the Securities.
Each distributor subject to the UK Product Governance Rules is responsible
for undertaking its own target market assessment in respect of the
Securities and determining appropriate distribution channels.
Role of Managers
Each of the Managers is acting exclusively for the Company and no-one else
in connection with the potential capital increase. They will not regard
any other person as their respective clients in relation to the potential
capital increase and will not be responsible to anyone other than the
Company for providing the protections afforded to their respective
clients, nor for providing advice in relation to the potential capital
increase, the contents of this announcement or any transaction,
arrangement or other matter referred to herein.
In connection with the sale of the Securities, the Managers and any of
their affiliates may take up a portion of the securities in the offering
as a principal position and in that capacity may retain, purchase, sell,
offer to sell for their own accounts such Securities and other securities
of the Company or related investments in connection with the sale or
otherwise. Accordingly, references in this announcement to the Securities
being sold, offered, subscribed, acquired, placed or otherwise dealt in
should be read as including any issue or offer to, or subscription,
acquisition, placing or dealing by, any of the Managers and any of their
affiliates acting in such capacity. In addition, any of the Managers and
any of their affiliates may enter into financing arrangements (including
swaps or contracts for differences) with investors in connection with
which the Managers and any of their affiliates may from time to time
acquire, hold or dispose of securities of the Company. The Managers do not
intend to disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory obligations to
do so.
None of the Managers or any of their respective directors, officers,
employees, advisers or agents accepts any responsibility or liability
whatsoever for or makes any representation or warranty, express or
implied, as to the truth, accuracy or completeness of the information in
this announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company, its
subsidiaries or associated companies, whether written, oral or in a visual
or electronic form, and howsoever transmitted or made available or for any
loss howsoever arising from any use of this announcement or its contents
or otherwise arising in connection therewith.
The Managers may enter into a co-ordination agreement to manage any
position that may arise as a result of the crystallisation of their
underwriting obligation.
Photo download:
[2] https://mediadb.lenzing.com/pinaccess/showpin.do?pinCode=DaViWM0i8JTd
PIN: DaViWM0i8JTd
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 [3]media@lenzing.com E-mail [5]s.knus@lenzing.com
Web [4] www.lenzing.com Web [6] www.lenzing.com
About the Lenzing Group
The Lenzing Group stands for ecologically responsible production of
specialty fibers made from the renewable raw material wood. As an
innovation leader, Lenzing is a partner of global textile and nonwoven
manufacturers and drives many new technological developments.
The Lenzing Group’s high-quality fibers form the basis for a variety of
textile applications ranging from elegant clothing to versatile denims and
high-performance sports clothing. Due to their consistent high quality,
their biodegradability and compostability Lenzing fibers are also highly
suitable for hygiene products and agricultural applications.
The business model of the Lenzing Group goes far beyond that of a
traditional fiber producer. Together with its customers and partners,
Lenzing develops innovative products along the value chain, creating added
value for consumers. The Lenzing Group strives for the efficient
utilization and processing of all raw materials and offers solutions to
help redirect the textile sector towards a closed-loop economy. In order
to reduce the speed of global warming and to accomplish the targets of the
Paris Climate Agreement and the “Green Deal” of the EU Commission, Lenzing
has a clear vision: namely to make a zero-carbon future come true.
Key Facts & Figures Lenzing Group 2022
Revenue: EUR 2.57 bn
Nominal capacity: 1,145,000 tonnes
Number of employees (headcount): 8,301
TENCEL™, VEOCEL™, LENZING™, REFIBRA™, ECOVERO™, LENZING MODAL™, LENZING
VISCOSE™, MICROMODAL™ and PROMODAL™ are trademarks of Lenzing AG.
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16.06.2023 CET/CEST This Corporate News was distributed 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: 1658597
End of News EQS News Service
1658597 16.06.2023 CET/CEST
References
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