EQS-Adhoc: OHB SE resolves on up to EUR 510.7 million capital increase with subscription rights at EUR 300 per new share and upfront private placement along with Orchid Lux Hold-Co S.à r.l.

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT DISCLAIMER AT THE END OF THIS RELEASE.


OHB SE resolves on up to EUR 510.7 million capital increase with subscription rights at EUR 300 per new share and upfront private placement along with Orchid Lux HoldCo S.à r.l.

Today, the Management Board of OHB SE (“OHB” or the “Company”, ISIN: DE0005936124), with the consent of the Supervisory Board, resolved to increase the share capital of the Company, by partially utilizing the Authorized Capital 2025, through the issuance of up to 1,702,480 new shares (i.e., 8.86% of the Company’s share capital) against cash contributions in two tranches and with dividend rights as from January 1, 2026, and to grant subscription rights to the Company’s shareholders.

The Company’s major shareholders, FFS GmbH & Co. KG, VOLPAIA Beteiligungs-GmbH and Martello Value GmbH & Co. KG (the “Fuchs Family”) and Orchid Lux HoldCo S.à r.l., an entity indirectly owned by entities advised by affiliates of KKR & Co. Inc., have waived the rights to exercise their subscription rights. As a result, 94.30% of the new shares (i.e., 1,605,388 new shares representing the first tranche) will be offered for sale, along with 858,500 existing shares and up to 369,500 additional existing shares in connection with possible overallotments, in each case from the holdings of Orchid Lux HoldCo S.à r.l. (the “Selling Shareholder”), to qualified international investors at the placement price of EUR 300 per share in a private placement by way of an accelerated bookbuilding that is expected to commence today and to end on June 24, 2026.

Up to 97,092 new shares (representing the second tranche) will be offered for subscription to the remaining shareholders at the subscription price of EUR 300 per new share during the subscription period starting on June 25, 2026 and ending on July 8, 2026. In order to facilitate a flat subscription ratio of 45:4 (i.e., every 45 existing shares entitle their holder to subscribe for four new shares), 20 subscription rights are excluded with respect to a fractional amount of approx. 1.8 shares. Subscription rights (ISIN DE000A41YFG5 / WKN A41YFG) relating to these 5.70% of the new shares, as well as fractions of such subscription rights, will be admitted to trading on the regulated market of the Frankfurt Stock Exchange (regulierter Markt) (XETRA and XETRA Frankfurt Specialist). To the extent shareholders or purchasers of subscription rights do not exercise subscription rights, such rights will expire worthless following the subscription period, and the second tranche of capital increase will be reduced accordingly.

In the case of a placement or subscription of all 1,702,480 new shares, the Company expects gross proceeds from the private placement and the subscription rights offer of up to EUR 510.7 million. The Company currently intends to use the net proceeds for the following purposes: (i) to enable strong growth via continued industrialization by significant investments in production facilities, (ii) to pursue strategic mergers and acquisitions opportunities and partnerships across Europe, (iii) to invest in launch vehicles and structures, (iv) to fund future tangible projects, and (v) for general corporate purposes.

The Fuchs family does not sell shares in the transaction and will remain the Company’s majority shareholder holding more than 60% of the shares. Orchid Lux HoldCo S.à r.l. also remains a shareholder in OHB, retaining the majority of its current shareholdings. OHB has agreed to a lock-up period of 180 calendar days, Martello Value GmbH & Co. KG and Orchid Lux HoldCo S.à r.l. have each agreed to a 90-day lock-up period, and FFS GmbH & Co. KG, VOLPAIA Beteiligungs-GmbH and OHB’s management board members have each agreed to a lock-up period of 12 months – all from the date of the first listing of the new shares, subject to certain exceptions.

Listing approval for the first tranche of the capital increase (i.e., 1,605,388 new shares offered in the private placement) is expected to occur on or about June 25, 2026, and listing approval for the second tranche (i.e., up to 97,092 new shares offered for subscription) is expected to occur on or about July 13, 2026. Trading is expected to commence on June 26, 2026 and July 14, 2026, respectively, resulting in an increase in free float.

The subscription rights offer is subject to approval of the securities prospectus for the subscription rights offer and listing of the new shares and its publication, The approval is expected to be obtained from the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) today. The securities prospectus will be published on the Company’s website as soon as possible thereafter.

Disclaimer

This announcement is an advertisement for the purposes of the prospectus regulation EU 2017/1129, as amended (“Prospectus Regulation”). It does not constitute an offer to purchase any shares in OHB SE (the “Company”) and does not replace the securities prospectus which will be available free of charge on the Company’s website. The approval of the securities prospectus by the German Federal Financial Supervisory Authority (BaFin) should not be understood as an endorsement of the investment in any shares in the Company. Investors should purchase shares solely on the basis of the prospectus (including any supplements thereto, if any) relating to the shares and should read the prospectus which is yet to be published (including any supplements thereto, if any) before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the shares. Investment in shares entails numerous risks, including a total loss of the initial investment. This announcement constitutes neither an offer to sell nor a solicitation to buy shares, sell or buy subscription rights, or exercise subscription rights.

This announcement may not be published, distributed or transmitted in the United States of America (the “United States” or “U.S.”) (including its territories and possessions, any State of the United States and the District of Columbia), Canada, Australia, South Africa or Japan. This announcement does not constitute an offer of securities for sale, a solicitation of an offer to purchase securities, sell or purchase subscription rights or exercise subscription rights (the “Securities”) of the Company in the United States, Australia, Canada, South Africa, Japan or any other jurisdiction in which such offer or solicitation is unlawful. The information in this announcement does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares in the Company in any jurisdiction. The Securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). There will be no public offering of the Securities in the United States or any other jurisdiction other than Germany. Any sale in the United States of the securities mentioned in this communication will be made solely to persons reasonably believed to be qualified institutional buyers as defined in, and in reliance on, Rule 144A under the Securities Act. The Securities of the Company have not been, and will not be, registered under the Securities Act. The securities referred to herein may not be offered or sold in Australia, Canada, South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, South Africa or Japan subject to certain exceptions. There will be no public offer of the securities in Australia, Canada, South Africa or Japan.

In member states of the European Economic Area (other than Germany) (the “Relevant States”), no offer to the public of any Securities which are the subject of this offering has been and will be made in any Relevant State. In any Relevant State, this announcement will only be addressed to and directed at persons who are “qualified investors” within the meaning of Article 2(e) Prospectus Regulation. This announcement is not being distributed to, and must not be passed on to, the general public in the United Kingdom. In the United Kingdom (the “UK”), this announcement is only addressed to and directed at persons who are “qualified investors” as defined under paragraph 15 of Schedule 1 of the Public Offers and Admissions to Trading Regulations 2024 (POATR) and who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.), or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons”). In the UK, this document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. In the UK, any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

The information contained in this announcement is for background information purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. Certain market positioning data about the Company included in this announcement is sourced from or based on third-party sources. Third-party industry publications, studies and surveys generally state that the data contained therein have been obtained from sources believed to be reliable, but that there is no guarantee of the fairness, quality, accuracy, relevance, completeness or sufficiency of such data. Such research, estimates and forecasts, and their underlying methodology and assumptions, have not been verified by any independent source for accuracy or completeness and are subject to change without notice. Accordingly, the Company, the Selling Shareholder, and the Underwriters (as defined below) expressly disclaims any responsibility for, or liability in respect of, such information and undue reliance should not be placed on such data.

Certain statements contained in this release may constitute “forward-looking statements” that involve a number of risks and uncertainties. Forward-looking statements are generally identifiable by the use of the words “may”, “will”, “should”, “could”, “plan”, “expect”, “anticipate”, “estimate”, “believe”, “intend”, “project”, “predict”, “goal” or “target” or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements are based on assumptions, forecasts, estimates, projections, opinions or plans that are inherently subject to significant risks, as well as uncertainties and contingencies that are subject to change. No representation is made or will be made by the Company that any forward-looking statement will be achieved or will prove to be correct. The actual future business, financial position, results of operations and prospects may differ materially from those projected or forecast in the forward-looking statements. Accordingly, readers of this announcement are cautioned against relying on any information contained in this announcement.

The date of the admission to trading of shares of the Company on the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) with simultaneous admission to the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange as well as the date of the admission of the subscription rights and fractional amounts of subscription rights on the regulated market (XETRA and XETRA Frankfurt Specialist) of the Frankfurt Stock Exchange (together, the “Admission”), may be influenced by things such as market conditions. There is no guarantee that Admission will occur and no financial decision should be based on the intentions of the Company in relation to Admission at this stage. Acquiring investments to which this release relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorized person specializing in advising on such investments. This release does not constitute a recommendation concerning the planned offering. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the planned offering for the person concerned. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each shareholder or prospective investor should consult his, her or its own independent legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

Neither the Company, the Selling Shareholder nor the Underwriters, nor any of their respective affiliates, nor any other person assume any obligation to update, and do not expect to publicly update, or publicly revise, any forward-looking statements or other information contained in this release, whether as a result of new information, future events or otherwise, except as otherwise required by law.

The information contained in this announcement does not purport to be comprehensive and has not been subject to any independent audit or review. This announcement contains certain supplemental or alternative measures of operating and financial performance that are not calculated in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) or the German Commercial Code (Handelsgesetzbuch) and German generally accepted accounting principles, and which would be considered non-IFRS/non-GAAP financial measures. These non-IFRS/non-GAAP financial measures may not be comparable to similarly titled measures presented by other companies nor should they be construed as an alternative to other financial measures that are computed in accordance with IFRS or other generally accepted accounting principles. There are material limitations associated with the use of such measures. You are cautioned not to place undue reliance on any non-IFRS/non-GAAP financial measures and ratios included herein.

The Underwriters are acting exclusively for the Company and the Selling Shareholder and no-one else in connection with the planned private placement. They will not regard any other person as their respective clients in relation to the planned private placement and will not be responsible to anyone other than the Company and the Selling Shareholder for providing the protections afforded to its clients, nor for providing advice in relation to the planned offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the planned private placement, the Underwriters and their respective affiliates may take up a portion of the shares offered in the planned private placement as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of the Company or related investments in connection with the planned private placement or otherwise. In addition, the Underwriters and their respective affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which the Underwriters and their respective affiliates may from time to time acquire, hold or dispose of shares of the Company. The Underwriters do not intend to disclose the extent of any such investment or transactions, other than in accordance with any legal or regulatory obligations to do so.

None of the Underwriters or any of their respective affiliates, 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 release (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.

Solely for the purposes of the product governance requirements contained within: (i) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”), (ii) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II, and (iii) local implementing measures (together, the “MiFID II Product Governance Requirements”), and (iv) in respect of the United Kingdom, the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFID Product Governance Requirements”, and together with the MiFID II Product Governance Requirements, the “Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Securities have been subject to a product approval process. As a result, it has been determined that such Securities are (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II and, in respect of the United Kingdom, the FCA Handbook; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II and, in respect of the United Kingdom, the FCA Handbook (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors (for the purposes of the Product Governance Requirements) should note that: the value and price of the Securities may decline and investors could lose all or part of their investment. The Securities offer no guaranteed income and no capital protection; and an investment in the Securities is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the planned offering. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II, or, in respect of the United Kingdom, the FCA Handbook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Securities. Each distributor is responsible for undertaking its own target market assessment in respect of the Securities and determining appropriate distribution channels.

In connection with the planned offering, one (or more of the Underwriters, acting for the account of the other Underwriters, would act as stabilization manager (the “Stabilization Manager”) and may, as Stabilization Manager, make overallotments and take stabilization measures in accordance with Article 5(4) and (5) of the Regulation (EU) No 596/2014 of the European Parliament and of the Council of April 16, 2014 on market abuse, as amended, in conjunction with Articles 5 through 8 of Commission Delegated Regulation (EU) 2016/1052 of March 8, 2016. Stabilization measures aim at supporting the market price of the shares of the Company during the stabilization period, such period starting on the date the Company’s shares commence trading on the regulated market (Prime Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), and must be terminated no later than 30 calendar days after starting on the date the Company’s shares commence trading date (the “Stabilization Period”), or earlier if the end of the Stabilization Period falls on a public holiday, Saturday or Sunday. Stabilization measures may result in a market price that is higher than would otherwise prevail. However, the Stabilization Manager is under no obligation to take any stabilization measures and any stabilization action, if begun, may cease at any time. There can be no assurance that stabilizing measures will be undertaken. Stabilization measures may be undertaken at the following trading venues: Frankfurt Stock Exchange, Xetra.

THIS DOCUMENT IS NOT A PROSPECTUS BUT AN ADVERTISEMENT AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ADVERTISEMENT EXCEPT ON THE BASIS OF THE INFORMATION CONTAINED IN THE PROSPECTUS.



Contact:
Investors and analysts:
Marcel Dietz
Investor Relations
Phone: +49 421 2020 6426
Email: ir@ohb.de


Media representatives:
Marianne Radel
Corporate Communications
Phone: +49 421 2020 9159
Email: marianne.radel@ohb.de