The Executive Board of Deutsche Lufthansa AG today, with the approval of the Company’s Supervisory Board, resolved to utilize the Authorized Capital C for a capital increase with subscription rights of the Company’s shareholders. The Company’s share capital of currently EUR 1,530,221,624.32, divided into 597,742,822 shares, will be increased by issuing 597,742,822 new no-par value shares of the Company.
The gross proceeds are expected to amount to EUR 2,140 million. The subscription price of EUR 3.58 per New Share corresponds to a discount of 39.3% on the TERP (theoretical ex-rights price). The subscription ratio is 1:1.
The new shares are to be offered to the Company’s shareholders during the subscription period, which is expected to commence on September 22, 2021 and end on October 5, 2021. The rights trading is expected to commence on September 22, 2021 and end on September 30, 2021.
The transaction is fully underwritten by a syndicate of 14 banks. In addition, a number of funds and accounts under the management of BlackRock, Inc. have entered into a sub-underwriting agreement for a total of EUR 300 million and have committed to fully exercise their subscription rights.
All members of the Executive Board of the Company have also committed to participate in the capital increase and to exercise all subscription rights received in relation to their shares in full.
The capital increase is meant to strengthen the Group’s equity position. The Company will use the net proceeds to repay the Silent Participation I of the Economic Stabilization Fund of the Federal Republic of Germany (ESF) in the amount of EUR 1.5 billion. Additionally, the Company intends to fully repay the Silent Participation II in the amount of EUR 1 billion by the end of 2021 and also intends to cancel the undrawn amounts of the Silent Participation I by the end of 2021.
The ESF, which currently holds 15.94% of the Company’s share capital, has undertaken to start divesting its equity interest in the Company no earlier than six months after completion of the capital increase, if the ESF subscribes to the capital increase. In this event, the divestment shall be completed no later than 24 months after the closing of the capital increase, provided that the Company repays the Silent Participation I and the Silent Participation II as intended.
The public offer of the New Shares in Germany is made exclusively through and on the basis of a securities prospectus approved by the German Federal Financial Supervisory Authority (BaFin), which will be made available, among other, on the website of the Lufthansa Group.
The approval is expected to be granted on September 20, 2021. There will be no public offering outside Germany and the prospectus will not otherwise be approved by any other regulatory body.
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