HLEE plans to strengthen equity through a capital increase of up to CHF 66 million

MAY NOT BE PUBLISHED, DISTRIBUTED OR ISSUED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN

Ad hoc announcement pursuant to Art. 53 LR

Pratteln, 25 September 2023

HLEE plans to strengthen equity through a capital increase of up to CHF 66 million

The Board of Directors of Highlight Event & Entertainment AG ("HLEE") decided on a plan to carry out a capital increase in the amount of approximately CHF 33 to 66 million.

The capital increase is to be effected through a rights offering to all existing shareholders by issuing up to 4'730'000 shares with a nominal value of CHF 9 each from the existing capital band. The issue price is expected to be in a price range between CHF 12 to 14, depending on market developments. Shareholders with existing loans shall have the option to pay by offsetting instead of cash. There will be no rights trading.

The planned capital increase is intended to strengthen HLEE's equity and reduce financial liabilities.

The Board of Directors of HLEE plans to publish the offer prospectus for the capital increase with the definitive terms and the detailed timetable in the second half of October. Subsequently, the capital increase will be carried out with a subscription rights period of five trading days.

Disclaimer

This document is for informational use only and neither constitutes an offer to purchase or to subscribe for any securities of Highlight Event and Entertainment AG nor a prospectus within the meaning of applicable Swiss law (i.e., art. 35 ff. of the Financial Services Act, FinSA) or of any other jurisdiction. Investors should make their decision to exercise subscription rights or to purchase or to subscribe to shares of Highlight Event and Entertainment AG solely based on the official prospectus (the "Prospectus") which is expected to be published in connection with the rights offering. Investors are furthermore advised to consult their bank or financial adviser before making any investment decision.

This document may contain specific forward-looking statements, e.g. statements including terms like "believe", assume", "expect", "forecast", "project", "may", "could", "might", "will" or similar expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results, financial situation, development or performance of the company and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties, readers should not rely on forward-looking statements. Highlight Event and Entertainment AG assumes no responsibility to update forward-looking statements or to adapt them to future events or developments.

This announcement is not for distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan or any jurisdiction into which the same would be unlawful. This announcement does not constitute or form a part of any offer or solicitation to purchase, subscribe for or otherwise acquire securities in the United States, Canada, Japan, Australia or any jurisdiction in which such an offer or solicitation is unlawful. Highlight Event and Entertainment AG shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. Subject to certain exceptions, the Highlight Event and Entertainment AG shares are being offered and sold only outside the United States in accordance with Regulation S under the Securities Act. There will be no public offer of these securities in the United States. The Highlight Event and Entertainment AG shares have not been approved or disapproved by the US Securities and Exchange Commission, any state’s securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Highlight Event and Entertainment shares or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States. The information contained herein does not constitute an offer of securities to the public in the United Kingdom. No prospectus offering securities to the public will be published in the United Kingdom. This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The securities will only be available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. Any offer of securities that may be deemed to be made pursuant to this communication in any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the Prospectus Directive) is only addressed to qualified investors in that Member State within the meaning of the Prospectus Directive.

Contact:

Highlight Event and Entertainment AG
Investor Relations
Netzibodenstrasse 23b
CH-4133 Pratteln
Tel.: +41 41 226 05 97
Fax: +41 41 226 05 98
info@hlee.ch
http://www.hlee.ch