EQS-CMS: PALFINGER AG: Other issuer/company information

EQS Post-admission Duties announcement: Palfinger AG / Publication
according to § 119 (9) BörseG
PALFINGER AG: Other issuer/company information

07.04.2025 / 14:05 CET/CEST
Dissemination of a Post-admission Duties announcement transmitted by EQS
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The issuer is solely responsible for the content of this announcement.

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Report of the Executive Board of Palfinger AG (FN 33393 h) on the
exclusion of the right to purchase (subscription right) for existing
shareholders in accordance with Sections 65 (1b) and 171 (1) and 153 (4)
of the Austrian Stock Corporation Act in the event of a possible sale of
treasury shares

 

1.  Basis of authorization — sale of treasury shares using different
means, and authorization to exclude the right to purchase (subscription
rights)

By resolution of the 37th Annual General Meeting of Palfinger AG, FN
77676f (the “Company”), on April 3, 2025, the permission for sale and use
of treasury shares authorized at the 33rd Annual General Meeting on April
7, 2021 has been renewed, authorizing the Executive Board of the company
in accordance with Section 65 (1b) of the Austrian Stock Corporation Act
for a period of five years from the resolution and approval of the
Supervisory Board, to sell treasury shares of the company by other means
than via the stock exchange or through a public offering, and in doing so
also to exclude shareholder right to purchase quotas (subscription
rights). In preparation for the resolution adopted by the Annual General
Meeting on April 3, 2025, the Executive Board submitted a written report
in March 2025 in accordance with Sections 65 (1b) and 153 (4) (2) of the
Austrian Stock Corporation Act on the possible reasons for the partial or
complete exclusion of shareholder rights to purchase (subscription
rights).

As at the date of this report, the company holds 2,826,516 treasury
shares.

 

2.  Exclusion of subscription rights

On April 1, 2025, the Executive Board of the company decided to start the
concrete evaluation and preparation of a possible sale of company treasury
shares in the current calendar year 2025 by other means than via the stock
exchange and with partial or complete exclusion of the right for
shareholders to purchase. In the event that a sale is actually carried
out, the treasury shares are to be offered to institutional investors by
means of private placements (accelerated bookbuilding process) and
excluding the subscription rights of shareholders. Whether and which
private placements will be carried out in calendar year 2025, as well as
the respective date and concrete conditions, depend in particular on an
attractive development of the capital market environment, the development
in price of the company’s shares on the Vienna Stock Exchange, the
interest of potential investors to buy, and the approval of the company’s
Supervisory Board. In order to create the conditions for a possible sale
and placement of company treasury shares to institutional investors by way
of private placements to the exclusion of shareholder subscription rights,
the Executive Board submits this report in accordance with Sections 65
(1b) and 171 (1) and 153 (4) of the Austrian Stock Corporation Act on the
reason for the exclusion of the right to purchase (subscription rights).
In addition, reference is made to the report prepared by the company’s
Executive Board in March 2025 in preparation for the Annual General
Meeting on April 3, 2025.

 

3.  The company’s interest

When a sale of treasury shares is carried out, the treasury shares are to
be offered to (institutional) investors by means of private placements
using an accelerated bookbuilding process. The accelerated bookbuilding
process also serves as a basis for setting the share issue price (sale
price) of the shares to be sold. An accelerated bookbuilding process for
placing shares is common practice and recognized on the international
capital market. It is a tried and tested process that enables a rapid and
flexible placement of shares within a short offering period. This allows
the company to take market conditions and any market opportunities into
account and flexibly use possible time windows for the private placement
of treasury shares.

The accelerated placement of treasury shares using accelerated
bookbuilding processes significantly reduces the placement and market risk
for the company. Experience has shown that, due to the two-week
subscription period, the placement of shares with subscription rights has
the significant disadvantage that (institutional) investors either cannot
be addressed, or can only be addressed with a lower issue volume due to
the structure of the allocation mechanism and/or because of the market
risks arising for these investors within the subscription period. In an
accelerated bookbuilding process, on the other hand, the price
expectations of the market can be assessed more precisely and rapidly
during a short offer period.

International practice has also shown that an accelerated bookbuilding
process can generally achieve better conditions for the company because
immediate placement eliminates market risk factors that would otherwise be
taken into account by institutional investors in the form of a discount on
the asking price to the disadvantage of the company. The immediate and
short-term placement of treasury shares avoids the risk of negative price
changes during an offer period that would otherwise be longer
(particularly in volatile markets) with adverse effects on the success and
costs of capital action and the risk of speculation, for example by short
sellers, against the company’s share during the offering period. The
reduction of placement and market risk is particularly important for more
market-oriented stocks and in a volatile stock market environment, because
market risks for the company may arise due to market conditions,
especially in a market environment that is uncertain about macroeconomic
factors.

Through the accelerated bookbuilding process with excluded subscription
rights, the company also has the option of involving in the share
placement institutional investors, who lodge promises to take on a certain
number of shares (anchor investors). Consequently, advantages can be
achieved in terms of the realizable selling price per share. As part of a
private placement through an accelerated bookbuilding process, the
company’s shareholder structure can also be broadened and stabilized. This
applies to the corresponding anchoring of the company’s shareholders among
institutional investors (in particular long-term financial investors and
strategic investors), even if this is done in return for cash payment. It
should be emphasized that there is no plan to sell treasury shares to the
company’s existing core shareholder, meaning that a broadening of the
shareholder base would be expected if and when a private placement is
carried out.

A public offering of treasury shares would require a significantly longer
lead time to prepare and approve a securities prospectus and an extended
offer period. The share placement as part of an accelerated bookbuilding
process that excludes the right to purchase is carried out using an
exception from the obligation to publish a prospectus, which avoids these
disadvantages. A prospectus-free placement significantly reduces the
company’s liability risks and costs compared to a public offering subject
to a prospectus.

The net proceeds from any sale of treasury shares will be used, among
other things, to expand service structures in Europe and North America
with the aim of significantly increasing the disproportionately profitable
service business and realizing further growth opportunities, particularly
in North America and Asia. In addition, activities in the defense business
are to be further intensified. At the same time, the company’s capital
structure will be strengthened and balance sheet figures, such as the
equity ratio, improved. With the placement of treasury shares, the free
float and the liquidity of the share also increase, with potential
positive effects on the share price.

 

4.  Suitability, necessity and proportionality

The exclusion of subscription rights for the sale of treasury shares and
the private placement through an accelerated bookbuilding process are
suitable for achieving the stated objectives in the company’s interest.
The exclusion of subscription rights is therefore necessary and
proportionate. The sale of treasury shares to strengthen capital structure
and share placement, as well as the goals and associated advantages
pursued with the accelerated bookbuilding process, cannot be achieved to
the same extent by selling treasury shares with shareholder subscription
rights or selling treasury shares via the stock exchange. This applies in
particular to the higher transaction security and the regularly achievable
placement advantages that affect price using the accelerated bookbuilding
process, as well as the expansion and stabilization of the shareholder
structure, including the advantages of possible involvement of anchor
investors as part of a private placement.

A sale of treasury shares with subscription rights would require a
significantly longer lead time, in particular to prepare and approve a
securities prospectus. As a result, market opportunities cannot be
exploited as quickly and flexibly as with the sale of treasury shares
excluding subscription rights. Particularly in a volatile market
environment that is uncertain about macroeconomic factors, a longer lead
time can have a negative impact on the implementation of capital action.
The development of the market and capital market environment is
unpredictable, and it is particularly difficult to estimate if and when
any adverse market developments may occur (see also item 3 of this
report).

The cost advantages are also not achievable by selling treasury shares
with subscription rights. In addition, a sale of treasury shares via the
stock exchange for the purposes intended cannot be implemented within a
reasonable time frame, in particular due to the usual trading volumes of
the company’s shares on the Vienna Stock Exchange and resulting volume
restrictions for share sale programs as well as expected negative price
effects due to the pressure to sell on the stock exchange during a share
sale program.

The issue price (sale price) of the shares is to be determined using a
standard market placement and pricing process in the form of accelerated
bookbuilding and will be set appropriately, depending on market
conditions, taking into account the price level of the company’s shares on
the Vienna Stock Exchange. By aligning the issue price (sale price) with
the stock market price of the shares, the interests of shareholders are
protected while avoiding dilution of the shareholder proportion rate as
far as possible (see also item 5 of this report).

The volume of the sale of treasury shares is expected to be up to
2,826,516 treasury shares (7.52% of the share capital). Shareholders are
open to buy shares within the scope of the usual trading volumes via the
stock exchange, so that, as a rule, even if the company sells treasury
shares while excluding the right of shareholders to purchase, it should be
possible for them to largely compensate for a dilution in shareholder
proportion rate by buying via the stock exchange.

If the sale price for treasury shares is appropriate (see also item 5 of
this report), there is usually no risk of dilution in relation to a
capital increase. Although the shareholder proportion rate changes –
measured by the number of shares issued – even when treasury shares are
sold, this only restores the ratio that existed before the company bought
back its own shares and which changed temporarily as a result of
restrictions on the company’s shares (Section 65 (5) Austrian Stock
Corporation Act). This does not involve an issue of new shares and a
change in share capital combined with an effective dilution of existing
shareholders who do not have the right to purchase. For the reasons given
above in particular, the purposes and actions pursued in the company’s
interest with the exclusion of subscription rights prevail (this is also
indirectly in the interest of all shareholders anyway), so that the
exclusion of shareholder subscription rights is not disproportionate. On
top of that, the possible sale of treasury shares and the exclusion of
subscription rights are subject to the approval and scrutiny of the
company’s Supervisory Board.

 

5.  Statement of grounds regarding share issue price (sale price)

In the event of a sale of treasury shares being carried out on the basis
of a standard market placement and pricing process (accelerated
bookbuilding process), the issue price (sale price) of the shares is set
depending on market conditions and the share price level on the Vienna
Stock Exchange. An accelerated bookbuilding process for placing shares and
determining the price of shares is a common and proven practice on the
international capital market. The issue price (sale price) is determined
in accordance with market conditions, and the setting of the issue price
(sale price) is subject to a market test, to ensure that it does not
result in a disproportionate disadvantage for shareholders as a result of
shareholder proportion dilution. The shares to be sold have the same
rights (in particular profit claims) as the company’s existing shares
(ISIN AT0000758305). The rights from the shares are therefore included in
the valuation of the share on the capital market (in particular the stock
market price) and are therefore also accounted for in the issue price
(sale price).

 

6.  Summary

Having weighed up the above reasons, the Executive Board states that the
intended exclusion of subscription rights is suitable, necessary,
proportionate and factually justified and in the overriding interest of
the company. This report by the Executive Board is published on the
company’s website, which is listed in the company register, and is also
distributed electronically throughout Europe. Reference is made to this
publication as published on the Austrian Federal Electronic Announcement
and Information Platform (EVI). The approval of the company’s Supervisory
Board is required for the exclusion of subscription rights as part of a
sale of the company’s treasury shares. In accordance with Sections 65 (1b)
and 171 (1) of the Austrian Stock Corporation Act, a Supervisory Board
resolution on this will be passed no earlier than two weeks after
publication of this report.

 

Bergheim, on April 7, 2025

 

The Executive Board of Palfinger AG

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07.04.2025 CET/CEST

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Language: English
Company: Palfinger AG
Lamprechtshausener Bundesstraße 8
5020 Salzburg
Austria
Internet: www.palfinger.ag

 
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2112636  07.04.2025 CET/CEST

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