NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, INTO OR WITHIN THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

Disclosure of inside information according to Article 17 para. 1 of the Regulation (EU) No. 596/2014
 

• Befesa has signed definitive agreements for the acquisition of American Zinc Recycling Corp. for a purchase price of USD 450 million
• Acquisition funded by capital increase from existing authorized capital and pre-approved term loan B add-on, maintaining Befesa's leverage ratio and continued financial strength
• Offering up to c. 5.9 million shares to institutional investors by way of an accelerated book building process commencing immediately
• Transaction expected to close in Q3 2021

Befesa S.A. ("Befesa") has signed definitive agreements with American Zinc Recycling LLC and Zinc Holdings USA LLC ("Sellers") to acquire all shares in U.S.-based company American Zinc Recycling Corp. ("AZR") for a purchase price of USD 450 million (subject to customary adjustments). Through the acquisition of AZR, Befesa will become a global leader in EAFD recycling with a balanced footprint across Europe, Asia and the US with 12 facilities offering c. 1.7 million tonnes of steel dust processing capacity per year.

As part of the agreements, Befesa will also acquire a minority stake of 6.9% of the equity interests in American Zinc Products LLC ("AZP"), AZR's zinc refining subsidiary, for USD 10 million with the option to acquire the remaining 93.1% of the equity interests in AZP for a consideration of USD 135 million (subject to customary adjustments), plus an additional earn out in an amount of up to USD 29 million. The Sellers have a corresponding put option against Befesa. Befesa will also assume, in line with its ownership stake in AZP, a portion of a loan of USD 50 million from the Sellers in connection with the acquisition of AZP. The acquisition of the remaining 93.1% in AZP and the potential earn out payment depend on the fulfilment of certain operational and financial milestones by AZP prior to 31 December 2023. The milestone consideration as well as the earn out will be payable in cash or Befesa ordinary shares at the option of the Sellers.

The closing of the transaction is anticipated for Q3 2021, subject to antitrust approval and other customary closing conditions.

The acquisition will be financed through a capital increase and a pre-approved term loan B (TLB) add-on of EUR 90 million, maintaining Befesa's leverage ratio at similar levels post acquisition. For this purpose, the board of directors of Befesa ("Board of Directors") today resolved on a capital increase against cash contributions through partial utilization of its existing authorized capital under the exclusion of shareholders' subscription rights from EUR 94,575,646.35 by up to EUR 16,471,948.79 to up to EUR 111,047,595.14 ("Capital Increase") by issuing up to 5,933,293 new ordinary shares without nominal value ("New Shares"). The New Shares will carry dividend rights as from 1 January 2020 excluding the right to participate in the interim dividend which was paid on 4 December 2020 from available reserves.

The New Shares will be offered for sale exclusively to institutional investors in a private placement by way of an accelerated book building process. The private placement will commence immediately after the publication of this notification. The Board of Directors will determine and thereafter announce the final number of New Shares and the placement price following the conclusion of the accelerated book building process. Befesa has agreed to a six-months lock-up period following the private placement with market-customary exceptions.

The New Shares are to be included in the existing listing of Befesa's shares in the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange without a prospectus. Admission of the New Shares to trading is expected on 18 June 2021, trading of the New Shares is expected to commence on 21 June 2021. The delivery of the New Shares is scheduled for 21 June 2021.

Citigroup is acting as global coordinator and sole bookrunner for the private placement of the New Shares.

The dividend per Befesa share to be resolved upon in the upcoming annual general meeting on 30 June 2021 ("AGM") will remain unchanged at EUR 1.17 per share, leading to a slight increase in the total proposed dividend out of the share premium in the amount of up to EUR 6,941,953 to a total proposed dividend of up to EUR 46,799,998.

Contact:

Investor Relations

Rafael Pérez
Director of Investor Relations & Strategy
Email: [email protected]
Phone: +49 2102 1001 0

About Befesa

Befesa is a leading player in the circular economy, providing environmental, regulated services to the steel and aluminium industries with facilities located in Germany, Spain, Sweden, France, as well as in Turkey, South Korea and China. Through its two business units, Steel Dust and Aluminium Salt Slags recycling services, which are a critical part of the circular economy, Befesa manages and recycles around 1.5 million tonnes of residues annually, with a production of around 1.3 million tonnes of new materials, which Befesa reintroduces in the market, reducing the consumption of natural resources. Further information is available on the Company's website: www.befesa.com

Disclaimer

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 Australia, Canada, Japan, or the United States of America ("United States" or "U.S.") or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended ("Securities Act"), and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, absent such registration, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The securities referred to herein are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act and outside the United States, only to certain non-U.S. investors pursuant to Regulation S. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. The offer and sale of the securities referred to herein has not been and will not be registered under the applicable securities laws of Australia, Canada or Japan. There will be no public offer of the securities in the United States.

In member states of the European Economic Area ("EEA"), any offer of the securities referred to herein will only be made pursuant to an exemption under Regulation (EU) 2017/1129, as amended ("Prospectus Regulation"), from the requirement to publish a prospectus for offers of securities. Befesa has not authorized, nor does it authorize, the making of any offer of securities in circumstances in which an obligation arises for Befesa or any other person to publish or supplement a prospectus for such offer.

This announcement is directed at and/or for distribution only to persons who (i) are outside the United Kingdom; (ii) who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (iii) are high net worth entities falling within article 49(2)(a) to (d) of the Order; or (iv) other persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as "Relevant Persons"). This announcement is directed only at Relevant Persons. Any person who is not a Relevant Person should not act or rely on this announcement or any of its contents. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

This announcement has been prepared on the basis that any offer of the securities referred to herein in the United Kingdom will only be made pursuant to an exemption under Section 86 of the Financial Services and Markets Act 2000 from the requirement to publish a prospectus for offers of securities. Befesa has not authorized, nor does it authorize, the making of any offer of securities in circumstances in which an obligation arises for Befesa or any other person to publish or supplement a prospectus for such offer.

This announcement may contain estimates, opinions, projections and other forward-looking statements that are, by their nature, subject to various risks and uncertainties. Future results could differ materially from those described in these forward-looking statements due to certain factors, e.g. impacts of COVID-19, changes in business, economic and competitive conditions, regulatory reforms, results of clinical trials, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, and the availability of financing. Any forward-looking statements only speak as of the date of this announcement and it is up to the recipients to make its own assessment of the validity of any forward-looking statement and assumptions. Befesa does not undertake any responsibility to update the forward-looking statements in this announcement and assumes no liability whatsoever in respect of the achievement of such forward-looking statements.