HENSOLDT AG: HENSOLDT launches cash capital increase through accelerated bookbuilding

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Publication of inside information pursuant to Article 17 of Regulation (EU) No. 596/2014 on Market Abuse (Market Abuse Regulation – MAR)
***CAPITAL INCREASE***
HENSOLDT launches cash capital increase through accelerated bookbuilding
Taufkirchen, 7 December 2023 – Today, the management board of HENSOLDT AG (”HENSOLDT“), with the approval of the supervisory board, resolved on a capital increase through utilization of the existing authorized capital. The share capital of HENSOLDT is to be increased by 10% by issuing new ordinary bearer shares against cash contributions, with the exclusion of existing shareholders’ subscription rights pursuant to and in accordance with the statutory requirements of Section 186 para. 3 sentence 4 of the German Stock Corporation Act (AktG). The new shares will carry full dividend rights for the financial year from 1 January 2023.
The Federal Republic of Germany, acting indirectly through Kreditanstalt für Wiederaufbau (KfW), has irrevocably committed to participate in the capital increase pro-rata to their shareholding of 25.1% and HENSOLDT has undertaken to allocate such number of shares.
The new shares will be offered for purchase exclusively to institutional investors in a private placement by way of an accelerated bookbuilding process. The private placement will be initiated immediately after this notification. The management board, with the approval of the supervisory board, will determine and announce the final number of shares to be issued, the placement price and the final gross proceeds following the conclusion of the accelerated bookbuilding process. Upon closing of the private placement, HENSOLDT will be subject to a lock-up, i.e. an obligation not to, inter alia, issue further shares or financial instruments convertible into shares or to conduct a further capital increase, of 90 days, subject to market standard exceptions.
Admission of the new shares to trading in the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange is expected to take place without a prospectus on 12 December 2023. Trading is expected to commence on 13 December 2023. It is intended that the new shares will be included in the existing listing of the company’s shares. Delivery of the new shares is expected on 13 December 2023.
The expected net proceeds from the capital increase are to be used to partially finance the purchase price for the acquisition of ESG Elektroniksystem- und Logistik GmbH, which was signed on 5 December 2023.



Important notice
The distribution of this announcement and the offering of the shares of HENSOLDT in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in the United States of America, Australia, Canada, Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.
Securities will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold absent registration except pursuant to an exemption from, or a transaction not subject to, the registration requirements under the U.S. Securities Act of 1933, as amended. There will be no public offer of securities in Germany, the United States of America or in any other jurisdiction.
Each of the joint bookrunners is acting exclusively for HENSOLDT and no-one else in connection with the private placement of the new shares. They will not regard any other person as their respective clients in relation to the private placement of the new shares and will not be responsible to anyone other than HENSOLDT for providing the protections afforded to their respective clients, nor for providing advice in relation to the private placement of the new shares, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the private placement of the new shares, the joint bookrunners and any of their affiliates may take,  subscribe for or purchase a portion of the new shares of HENSOLDT as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such new shares and other securities of HENSOLDT or related investments in connection with the private placement of the new shares or otherwise. Accordingly, references in this announcement to the new shares of HENSOLDT 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 joint bookrunners and any of their affiliates acting in such capacity.  In addition, any of the joint bookrunners and any of their affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which the joint bookrunners and any of its affiliates may from time to time acquire, hold or dispose of the new shares of HENSOLDT. The joint bookrunners 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. The joint bookrunners reserve the right to take up a portion of the securities in the offering as a principal position at any stage at their sole discretion, inter alia, to take account of the objectives of the seller, MiFID II requirements and in accordance with allocation policies. None of the joint bookrunners or any of their affiliates’ or 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 HENSOLDT, 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.
In member states of the European Economic Area (“EEA”) and the United Kingdom the placement of securities described in this announcement is directed exclusively at persons who are "qualified investors" within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (“Prospectus Regulation”, which term shall, with respect to the United Kingdom,  include the UK Prospectus Regulation (Regulation (EU) 2017/1129) as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018).
In the United Kingdom, this announcement and any offer if made subsequently is only directed exclusively at persons who are “qualified investors” within the meaning of the Prospectus Regulation (i) who are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order"), (ii) who fall within Article 49(2)(a) to (d) of the Order or (iii) to whom it may otherwise be lawfully communicated (all such persons together with “qualified investors” pursuant to the Prospectus Regulation in the EEA being referred to as "Relevant Persons")). This document must not be acted on, or relied upon, by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
This announcement does not constitute a recommendation concerning the placement of the new shares. Investors should consult a professional advisor as to the suitability of such placement for the person concerned.
To the extent this announcement contains predictions, expectations or statements, estimates, opinions and projections with respect to anticipated future performance of HENSOLDT (“forward-looking statements”), they are based upon current views and assumptions of the HENSOLDT management, which were made to its best knowledge. Forward-looking statements reflect various expectations and assumptions of the management of HENSOLDT which may or may not prove to be correct. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors which could cause the earnings position, profitability, performance or the results of HENSOLDT or the success of the industries in which HENSOLDT operates to differ materially from the earnings position, profitability, performance or the results expressly or implicitly assumed or described in these forward-looking statements. In consideration of these risks, uncertainties and other factors, persons receiving this document are advised not to rely on these forward-looking statements. HENSOLDT does not assume any liability or guarantee for such forward-looking statements and will not adjust them to any future results and developments.
Information to Distributors
Pursuant to EU product governance requirements, the shares have been subject to a product approval process, under which each distributor has determined that such shares 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. Any distributor subsequently offering the shares is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels.