home24 SE / Key word(s): Capital Increase
NOT FOR DISTRIBUTION, PUBLICATION OR FORWARDING, EITHER DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS PUBLICATION.
Berlin, December 8, 2020 - Today, the management board of home24 SE (the "Company"), with approval of the supervisory board, resolved to conduct a capital increase from authorized capital against cash contributions with exclusion of shareholders' subscription rights (the "Capital Increase"). The Company intends to issue up to 2,640,918 new ordinary bearer shares with no par value, corresponding to up to 10% of the Company's existing share capital. The number of new shares and the placement price will be determined on the basis of an accelerated bookbuilding which commences with immediate effect. The new shares will carry the same rights, including dividend rights, as the Company's existing shares.
The new shares from the Capital Increase will be offered exclusively to institutional investors and be admitted to trading on the regulated market (regulierter Markt) of the Frankfurt Stock Exchange (Prime Standard) and included in the existing quotation for the Company's shares. In connection with the Capital Increase, the Company has agreed to a lock-up period of 90 days, subject to customary exceptions.
In view of the Company's recently announced plans to further advance preparations for the initial public offering of its Brazilian subsidiary, Mobly S.A., the Company intends to use the net proceeds from the private placement primarily to strengthen its European business. In particular, the Company intends to make investments into additional working capital, customer-centric technology, its showroom concept, to scale performance marketing, especially with stronger focus on its European non-DACH markets and to strengthen brand awareness, as well as to potentially make use of external growth opportunities.
Person making the notification: Dr. Martin Bredol, Capital Market Compliance Officer
Information and Explanation of the Issuer to this News:
This announcement may not be published, distributed or transmitted, directly or indirectly, in the United States of America (including its territories and possessions), Canada, Japan or Australia or any other jurisdiction where such announcement could be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons who are in possession of this document or other information referred to herein should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not constitute an offer of, or a solicitation of an offer to purchase, securities of home24 SE or of any of its subsidiaries in the United States of America, Germany or any other jurisdiction. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, an offer in any jurisdiction. The securities offered will not be and have not been registered under the U.S. Securities Act of 1933, as amended (the 'Securities Act') and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act.
In the United Kingdom, this announcement is only directed at persons 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) to whom it may otherwise be lawfully communicated (all such persons together being referred to as 'Relevant Persons')). This document must not be acted on, or relied upon, by persons who are not Relevant Persons. 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.
In member states of the European Economic Area and the United Kingdom the placement of securities described in this announcement (the 'Placement') is directed exclusively at persons who are 'qualified investors' within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (Prospectus Regulation).
No action has been taken that would permit an offering or an acquisition of the securities or a distribution of this announcement in any jurisdiction where such action would be unlawful. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.
This announcement does not constitute a recommendation concerning the Placement. Investors should consult a professional advisor as to the suitability of the Placement for the person concerned.
This release may contain forward looking statements, estimates, opinions and projections with respect to anticipated future performance of home24 SE ('forward-looking statements'). These forward-looking statements can be identified by the use of forward-looking terminology, including the terms 'believes,' 'estimates,' 'anticipates,' 'expects,' 'intends,' 'may,' 'will' or 'should' or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current views, expectations and assumptions of the management of home24 SE and involve significant known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Forward-looking statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Any forward-looking statements included herein only speak as at the date of this release. The Company does not undertake any obligation, and does not expect to publicly update, or publicly revise, any of the information, forward-looking statements or the conclusions contained herein or to reflect new events or circumstances or to correct any inaccuracies which may become apparent subsequent to the date hereof, whether as a result of new information, future events or otherwise. Neither the Company nor any other person accepts any liability whatsoever in respect of the achievement of such forward-looking statements and assumptions.
Information to Distributors
Pursuant to EU product governance requirements, the shares have been subject to a product approval process, under which each distributor has determined that such shares 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 (ii) eligible for distribution through all distribution channels as are permitted by MiFID II. Any distributor subsequently offering the shares is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels.
08-Dec-2020 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
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|EQS News ID:||1153596|
|End of Announcement||DGAP News Service|