Schaltbau Holding AG: Mandatory Convertible Bond for EUR 60 million fully placed as planned

NOT FOR PUBLICATION, DISTRIBUTION OR RETRANSMISSION IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION WOULD BE UNLAWFUL

Munich, 23 April 2021 - Schaltbau Holding AG (ISIN: DE000A2NBTL2) has fully placed the Mandatory Convertible Bond 2021/2022 (ISIN: DE000A3E5FV1) as planned. During the subscription period, which ended on 16 April 2021, existing shareholders exercised subscription rights for a total of 40,209 bonds with a value of EUR 1,000 each. The remaining 19,791 bonds were issued to various core investors in accordance with the distribution formula of the pre-placement agreement entered into on 1 March 2021. The majority (approx. 50-60%) of the net issue proceeds of around EUR 57.4 million will be used to finance the construction of the new production facility in Velden (the "NExT Factory"). With this move, Schaltbau intends to drive its strategic expansion into new markets such as New Energy, New Industry and E-Mobility.

"We intend to increasingly apply our high level of technological expertise in the manufacturing of DC components and applications in new markets, too," said Dr Jürgen Brandes, CEO of Schaltbau Holding AG. "The construction of the NExT Factory in Velden, Germany, is a key prerequisite for entering these new markets. The full placement of the bond secures the financing we need to stay on track for growth. We are therefore very happy to have received the broad support of our shareholders."

Mandatory Convertible Bond with short-term maturity to bolster equity

The bond, which bears interest at 0.5%, matures on 30 September 2022 and can be converted at an initial price of EUR 29 per share into a total of up to 2,068,965 shares in the Company at any time for amounts above EUR 100,000 and quarterly for amounts below EUR 100,000, commencing on 12 May 2021. As all the bonds will be converted into Schaltbau shares by the final maturity date, Schaltbau Holding AG is simultaneously strengthening its equity base with the issue.

The majority (approx. 50-60%) of the net issue proceeds of around EUR 57.4 million will be used to finance the construction of a production plant in Velden ("NExT Factory"). With this move, Schaltbau intends to drive its strategic expansion into new markets such as New Energy, New Industry and E-Mobility.

The funds will also be used selectively to finance minor acquisitions in the areas of rolling stock and rail infrastructure in order to round off the Group's product portfolio and underpin profitable growth in these business areas (approx. 15-20%). Moreover, Schaltbau intends to repay bank liabilities in order to further reduce its net debt and thus provide greater flexibility for making strategic investments (approx. 25-30%).

Existing shareholders and investor groups display great confidence in Strategy 2023

"The full placement reflects the confidence of both our existing shareholders and the investor groups with whom we entered into the pre-placement agreement at the beginning of March in our overall strategic orientation and our future potential for growth," said Steffen Munz, CFO of Schaltbau Holding AG. "We greatly appreciate the trust these stakeholders have placed in us. One of our primary aims is to boost our financial performance, which also means we will deploy the funds we have now raised in a highly disciplined manner to implement our growth strategy."

During the subscription period, which ended on 16 April 2021, a good two thirds of the issue volume was subscribed by existing shareholders. One third of the issue volume (approx. 33%) was subsequently issued to the relevant investor groups in accordance with the distribution formula set out in the pre-placement agreement. Full placement of the bonds to these investor groups would also have been ensured by the pre-placement agreement.

Listing on Open Market expected on 26 April 2021

The new Mandatory Convertible Bonds (DE000A3E5FV1) are scheduled for inclusion in open market trading on the Frankfurt Stock Exchange from 26 April 2021.

PLEASE NOTE:

This announcement is neither an offer nor a solicitation of an offer to purchase or subscribe for securities in the Federal Republic of Germany, Japan, Australia, Canada, the United States of America or any other jurisdiction.

The Mandatory Convertible Bonds and the subscription rights have not been and will not be registered under the Securities Act of 1933, as most recently amended (the "Securities Act"), or with any securities commission of individual states of the United States of America. The Mandatory Convertible Bonds and the subscription rights may not be offered, exercised, sold or delivered, either directly or indirectly, in the United States of America except pursuant to an exemption from the registration requirements of the Securities Act and the securities laws of each state of the United States of America. The same applies to any offer, sale or delivery to US persons as defined in the Securities Act.

About the Schaltbau Group
Schaltbau Holding AG (ISIN: DE000A2NBTL2) is listed in the Prime Standard segment of the regulated market of Deutsche Börse AG in Frankfurt am Main. With annual Group revenue in the region of EUR 500 million and around 3,000 employees, Schaltbau is an internationally leading supplier of systems and components in the field of transportation technology and the capital goods industry. With Schaltbau, Bode, Pintsch and SBRS as their core brands, Schaltbau Group companies develop a wide range of high-quality technologies and customer-specific technological solutions for rolling stock, rail infrastructure, passenger vehicles and commercial vehicles. As one of the few specialists for smart DC energy concepts, the Schaltbau Group is also a driver of innovation for the fast-growing markets of tomorrow such as new mobility, new energy and new industry.
To find out more about the Schaltbau Group, go to: https://schaltbaugroup.com

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