OHB publishes results of the subscription offer and announces completion of the capital increase

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 publishes results of the subscription offer and announces completion of the capital increase
Today, OHB (ISIN: DE0005936124, Prime Standard), Europe’s leading independent space prime, announces the results of the subscription offer in connection with its rights issue. The capital increase by partially utilizing the Authorized Capital 2025 was resolved and announced on June 22, 2026. It comprises the issuance of up to 1,702,480 new shares against cash contributions in two tranches and with dividend rights as from January 1, 2026.
As the company’s major shareholders waived the exercise of their subscription rights, 94.30% of the new shares – corresponding to 1,605,388 new shares of the first tranche – were sold together with 1,394,612 existing shares held by Orchid Lux HoldCo S.à r.l., an entity indirectly owned by entities advised by affiliates of KKR & Co. Inc., to qualified international investors by way of a private placement at a placement price of EUR 300 per share. The private placement ended on June 24, 2026. The new shares from the first tranche were admitted to trading on the Frankfurt Stock Exchange on June 25, 2026 and have been tradable since June 26, 2026.
During the subscription period, which ran from June 25, 2026 to July 8, 2026, the remaining shareholders of the company were offered up to 97,092 new shares from the second tranche at a subscription price of EUR 300 per new share. By the end of the subscription period, subscription rights in respect of 7,635 new shares had been exercised by such shareholders or purchasers of subscription rights. Subscription rights that were not exercised or sold expired without value.
The management board of the company, with the consent of the supervisory board, resolved to issue 7,635 new shares. The registration of the second tranche of the capital increase in the commercial register is expected on July 10, 2026. Upon registration, the company’s share capital will amount to EUR 20,827,928.00, divided into 20,827,928 shares. Admission of the shares of the second tranche to trading on the regulated market (Regulierter Markt) of the Frankfurt Stock Exchange and the Prime Standard segment is expected on July 13, 2026. Trading in these shares is expected to commence on July 14, 2026.
The gross proceeds from the issuance of the new shares of both tranches are expected to amount to approximately EUR 484 million and will accrue in full to OHB.
Disclaimer
This announcement does neither constitute an offer to purchase or to sell nor a solicitation of an offer to purchase or sell any shares in OHB SE (the “Company”). The shares have already been sold. This announcement does not replace the securities prospectus which is 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. Investment in shares entails numerous risks, including a total loss of the initial investment.
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. 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. The Company, the selling shareholder, and the underwriting banks expressly disclaim any responsibility or liability with respect to this information.
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.
Contact:
Media representatives:
Marianne Radel
Corporate Communications
Phone: +49 421 2020 9159
Email: marianne.radel@ohb.de
Investors and analysts:
Marcel Dietz
Investor Relations
Phone: +49 421 2020 6426
Email: ir@ohb.de