Montana Aerospace AG (the “Company”) and its operating subsidiaries (the “Group” or “Montana Aerospace”), a leading, highly-vertically integrated manufacturer and supplier of system components and complex assemblies for the aerospace, e-mobility and energy sectors with worldwide engineering and manufacturing operations, has successfully placed 5,400,000 new registered shares (the „New Shares“) with a par value of CHF 1.00 each in a private placement by way of an accelerated bookbuilding process (the „Share Placement“). The placement price was set at CHF 28.20 per share (the „Placement Price“), resulting in gross proceeds of approximately CHF 152.3 million. The net proceeds from the Share Placement will be used to raise funds to be able to further accelerate organic growth and M&A activities, including, subject to the fulfillment of certain conditions, the current acquisition of the Asco group.
The New Shares, corresponding to 11.5% of Montana Aerospace’s currently issued, registered share capital, will be issued through a capital increase from Montana Aerospace’s existing authorized share capital. The Share Placement excluded subscription rights for existing shareholders. No public offer has been made.
The New Shares are expected to be listed and admitted to trading on SIX Swiss Exchange on or around 22 November 2021. Payment and settlement is expected to take place on or around 22 November 2021. The New Shares will rank pari passu with the Company’s existing shares.
In order to allow the Share Placement, the lock-up restrictions for Montana Aerospace set forth under the section “Offering and Sale” of the offering and listing memorandum of the Company published on 3 May 2021 had been waived. Following the Share Placement, Montana Aerospace will continue to be bound by the existing IPO lock-up restrictions up to and including 12 May 2022.
Berenberg acted as Sole Global Coordinator and Bookrunner with Commerzbank as Co-Lead Manager.
In connection with the Share Placement, Montana Tech Components AG as the Company’s majority shareholder and lender of a hybrid loan to Montana Aerospace in the amount of CHF 169.4 million, will fulfill its commitment and convert the major part of its outstanding hybrid loan in the amount of CHF 141.0 million at the Placement Price into 5,000,000 new Montana Aerospace shares by way of a separate capital increase from conditional capital, to be effectuated tomorrow, with exclusion of advanced subscription rights of existing shareholders and at the same time waiving part of the repayment amount in favour of Montana Aerospace. This step will preserve the liquidity of the Montana Aerospace group, strengthen its equity and decrease the net debt. Following such conversion, an amount of CHF 16.0 million will remain outstanding under the hybrid loan.
By virtue of the capital increase from the Share Placement and the conversion of the hybrid loan, the Company’s share capital will increase from CHF 47,153,997.00 to CHF 57,553,997.00, divided into 57,553,997 shares.
This document does not constitute an offer to sell or the solicitation of an offer to buy or subscribe for any securities of Montana Aerospace AG.
This document is not intended for distribution, publication, or dissemination in the United States of America, Canada, Australia and Japan or in any other jurisdiction where the offer or the sale of securities of Montana Aerospace AG is not permitted.
The publication constitutes neither an offer to sell nor a solicitation to submit a quote for the purchase of securities in the United States of America, nor is it part of any such offer or solicitation. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and may not be offered or sold in the United States of America absent registration under the U.S. Securities Act or an exemption from the registration requirements of the U.S. Securities Act.
This document is not intended to constitute an offer or solicitation to purchase or invest in any securities of Montana Aerospace AG. The securities may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act (FinSA) and may only be offered within Switzerland to professional clients in the sense of article 4 para 3 FinSA. No application has or will be made to admit the securities (other than the New Shares) to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. The offering of securities in Switzerland is exempt from the requirement to prepare and publish a prospectus under the FinSA. Neither this document nor any other offering or marketing material relating to the securities constitutes a prospectus pursuant to the FinSA or any applicable laws or regulations, and no offering or marketing material relating to the securities may
be publicly distributed or otherwise made publicly available in Switzerland.
This document does not constitute an “offer of securities to the public” within the meaning of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”) of the securities in the United Kingdom (the “UK”). Any offers of the securities in the UK will be made pursuant to an exemption under the UK Prospectus Regulation from the requirement to produce a prospectus for offers of securities. In the UK, this document is only addressed to qualified investors within the meaning of the UK Prospectus Regulation. In addition, this document is only being distributed to and is only directed at (i) persons who are outside of the UK; or (ii) to investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “FSMA Order”); or (iii) persons falling within article 49(2)(a) to (d), “high net worth companies, unincorporated associations, etc.” of the FSMA Order, or (iv) persons to whom an invitation or inducement to engage in investment activity within the meaning of section 21 of the Financial Services and Markets Act 2000 may otherwise be lawfully communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons”). The New Shares 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. This announcement is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons.
This document does not constitute an “offer of securities to the public” within the meaning of Regulation (EU) 2017/1129 of the European Union, as amended (the „Prospectus Regulation“), in any member state of the European Economic Area (the „EEA“). Any offers of the securities to persons in the EEA will be made pursuant to an exemption under the Prospectus Regulation from the requirement to produce a prospectus for offers of the securities. In any member state of the EEA, this document is only addressed to qualified investors in that relevant member state within the meaning of the Prospectus Regulation.
The contents of this document have been prepared by and are the sole responsibility of Montana Aerospace AG. This document may contain ‚forward-looking statements‘, such as guidance, expectations, plans, intentions, or strategies regarding the future. These forward-looking statements are subject to risks and uncertainties. The reader is cautioned that actual future results may differ from those expressed in or implied by the statements, which constitute projections of possible developments. Unless expressly stated otherwise, all information, data, assumptions and forward looking statements contained in this document refer to information, data and forecast that were available to Montana Aerospace AG at the time of publication. In accordance with applicable laws, neither Montana Aerospace AG nor the banking syndicate is under any obligation to, and will not, update this document in any form whatsoever.
The banking syndicate is acting exclusively for Montana Aerospace AG and no one else in connection with the accelerated bookbuilding. They will not regard any other person as their respective clients in relation to the accelerated bookbuilding and will not be responsible to anyone other than Montana Aerospace AG for providing the protections afforded to their respective clients, nor for providing advice in relation to the accelerated bookbuilding, the contents of this document or any transaction, arrangement or other matter referred to herein.
In connection with the offering of the securities, the banking syndicate 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 Montana Aerospace AG or related investments in connection with the accelerated bookbuilding or otherwise. The banking syndicate and any of their affiliates may enter into financing arrangements (including swaps, warrants or contracts for differences) with investors in connection with which the banking syndicate and any of their affiliates may from time to time acquire, hold or dispose of securities. The banking syndicate does 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 banking syndicate 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 Montana Aerospace AG, 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.
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