EQS-Ad-hoc: Palfinger AG / Key word(s): Transaction in Own Shares
PALFINGER AG: LAUNCH OF SALE OF TREASURY SHARES THROUGH ACCELERATED
BOOKBUILDING PROCEDURE
28-Jul-2025 / 17:54 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the
Regulation (EU) No 596/2014, transmitted by EQS News - a service of EQS
Group.
The issuer is solely responsible for the content of this announcement.
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA, SOUTH
AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD
BE PROHIBITED BY APPLICABLE LAW
PALFINGER AG: LAUNCH OF SALE OF TREASURY SHARES THROUGH ACCELERATED
BOOKBUILDING PROCEDURE
Bergheim, Austria, 28 July 2025 – Today, the Executive Board of PALFINGER
AG (FN 33393h; the “Company”) decided to offer up to 2,826,516 treasury
shares (ISIN AT0000758305), i.e. up to 7.5% of the Company’s share
capital, by means of an accelerated private placement (accelerated
bookbuilding) vis-à-vis institutional investors. The private placement is
subject to an exclusion of subscription rights (purchase rights) of
existing shareholders. The exclusion of subscription rights is based on
the authorization granted by the 37^th Annual General Meeting on April 3,
2025, authorizing the Executive Board, with the consent of the Supervisory
Board, inter alia to sell and use treasury shares of the Company subject
to an exclusion of purchase rights of existing shareholders. On April 7,
2025, the Company had published a written report in accordance with
Sections 65 (1b), 171 (1) and 153 (4) (2) of the Austrian Stock
Corporation Act on the exclusion of purchase rights in the event of a
possible sale of treasury shares. The Company's Supervisory Board
consented to the exclusion of purchase rights by resolution of 28 July
2025.
The accelerated bookbuilding procedure will be initiated immediately. The
final number of treasury shares to be sold as well as the price per share
will be determined by the Executive Board of PALFINGER AG and announced
after completion of the accelerated bookbuilding procedure.
In case of a successful placement, the net proceeds from the sale of
treasury shares are intended to be used by the Company, among other
things, to expand service structures in Europe and North America, realize
further growth opportunities particularly in North America and Asia,
intensify its activities in the defense business, and strengthen the
Company’s capital structure.
DISCLAIMER
This publication is not for publication or distribution or release,
directly or indirectly, in or into the United States of America (including
its territories and possessions, any state of the United States and the
District of Columbia), Canada, Australia, South Africa, Japan or any other
jurisdiction where such an announcement would be unlawful. The
distribution of this publication may be restricted by law in certain
jurisdictions and persons into whose possession this document or other
information referred to herein comes should inform themselves about and
observe any such restriction. Any failure to comply with these
restrictions may constitute a violation of the securities laws of any such
jurisdiction. No action has been taken that would permit an offering of
the treasury shares or possession or distribution of this publication in
any jurisdiction where action for that purpose is required.
This publication does not constitute or form part of an offer for sale or
solicitation of an offer to purchase or subscribe for securities in the
United States, Canada, Australia, South Africa, Japan or any other
jurisdiction and the securities referred to herein have not been
registered under the securities laws of any such jurisdiction. The
treasury shares have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "Securities Act"), or under
the securities laws of any State or any other jurisdiction of the United
States, and may not be offered or sold, directly or indirectly, in the
United States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of, the Securities Act and
in compliance with all applicable securities laws of any State or any
other jurisdiction of the United States. No public offering of securities
is being made in the United States or in any other jurisdiction.
This publication has been prepared solely for the purpose of complying
with mandatory laws. The information set forth herein must not be
distributed in any jurisdiction where such distribution is unlawful, and
any recipients are requested to inform themselves about and to observe
such restrictions.
A sale of the shares referred to herein by PALFINGER AG will only be made
in accordance with all applicable corporate and securities laws. Any
shares referred to herein will exclusively be offered or sold in reliance
on any applicable exemptions from prospectus or registration requirements
in any jurisdiction. In member states of the European Economic Area, this
publication is only addressed to and directed at persons who are
‘qualified investors’ within the meaning of Article 2(e) of Regulation
(EU) 2017/1129 (as amended, the "Prospectus Regulation"). In the United
Kingdom, this publication is only addressed to and directed at qualified
investors within the meaning of the Prospectus Regulation, as it forms
part of domestic law by virtue of the European Union (Withdrawal) Act
2018, as amended ("EUWA"), who are persons (i) who have professional
experience in matters relating to investments falling within Article 19(5)
(investment professionals) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (as amended, the "Order"), (ii) falling
within article 49(2)(a) to (d) (high net worth companies, incorporated
associations, etc.) of the Order, or (iii) to whom it may otherwise be
lawfully communicated; any other persons in the United Kingdom should not
take any action on the basis of this publication and should not act on or
rely on it.
This publication does not constitute a recommendation concerning the
private placement. Potential investors should consult their professional
advisors as to the suitability of the private placement for the entity or
person concerned.
Each of the banks accompanying the placement is acting for the Company
only in connection with the private placement and no one else, and will
not be responsible to anyone other than the Company for providing the
protections offered to clients nor for providing advice in relation to the
private placement treasury shares or the private placement, the contents
of this publication or any transaction, arrangement or other matter
referred to in this publication. In connection with the private placement,
the banks accompanying the placement or any of their respective affiliates
may take up a portion of the treasury shares as a principal position and
in that capacity may retain, purchase, sell or offer to sell for its own
account such treasury shares and other securities of the Company or
related investments in connection with the private placement. or
otherwise. Accordingly, references in this announcement to the treasury
shares being sold, offered, subscribed, acquired, placed or otherwise
dealt in should be read as including any issue or offer to, or
subscription, acquisition, placing or dealing by, any of the banks
accompanying the placement or any of their affiliates acting in such
capacity. In addition, the banks accompanying the placement or any of
their respective affiliates may enter into financing arrangements
(including swaps or contracts for differences) with investors in
connection with which they may from time to time acquire, hold or dispose
of securities. Such banks and their respective affiliates do 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 banks accompanying the placement or any of their respective
affiliates or any of its or 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
release) or any other information relating to the Company, 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
release or its contents or otherwise arising in connection therewith.
End of Inside Information
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28-Jul-2025 CET/CEST News transmitted by EQS Group. www.eqs.com
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Language: English
Company: Palfinger AG
Lamprechtshausener Bundesstraße 8
5020 Salzburg
Austria
Phone: +43 (0)662/2281-81101
Fax: +43 (0)662/2281-81070
E-mail: ir@palfinger.com
Internet: www.palfinger.ag
ISIN: AT0000758305
Listed: Vienna Stock Exchange (Official Market)
EQS News ID: 2175598
End of Announcement EQS News Service
2175598 28-Jul-2025 CET/CEST
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