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adesso SE / Key word(s): Capital Increase
THE INFORMATION CONTAINED IN THIS NOTIFICATION IS NOT INTENDED FOR PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN
adesso SE initiates capital increase for cash with up to 309,679 new shares (approximately 5 % of the Company's share capital)
With the approval of the Supervisory Board, the Executive Board of adesso SE (the "Company") has resolved to implement a capital increase against cash contributions from authorised capital under the exclusion of shareholders' subscription rights with the aim of financing further growth.
adesso SE intends to increase the Company's share capital by up to EUR 309,679.00, from currently EUR 6,193,593.00 to EUR 6,503,272.00, by partially utilising the existing authorised capital 2018. adesso SE therefore plans to issue up to 309,679 new no-par bearer shares, with each such share representing a notional amount of the share capital of EUR 1.00 per share.
The placement price for the new shares will be determined by way of an accelerated bookbuilding process. The new shares carry the same rights as the existing shares and are expected to be admitted to trading on the regulated market (General Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) without a prospectus on 12 October 2021. Trading is expected to commence on 13 October 2021. It is intended to include the new shares in the existing listing of the Company's shares. The delivery of the new shares is scheduled for 13 October 2021 as well. The Company will be subject to a lock-up of 180 days, i.e. an obligation not to, inter alia, issue further shares or financial instruments convertible into shares or to conduct a further capital increase, subject to market standard exemptions.
With the proceeds from the placement of the new shares, adesso SE plans to finance its future growth, in particular through additional acquisitions with a further international expansion and the development of the sector-specific product business.
The order book is expected to close tomorrow, although the Company reserves the right to close the order book at any time.
Joh. Berenberg, Gossler & Co. KG is providing assistance with the capital increase as Sole Global Coordinator and Joint Bookrunner. M.M. Warburg & CO (AG & Co.) KGaA supports the transaction as additional Joint Bookrunner.
This announcement is not directed to, or intended for distribution to or use by, any natural person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation of such jurisdiction or which would require any registration or licensing within such jurisdiction. Any failure to comply with these restrictions may constitute a violation of the laws of other jurisdictions.
The Company's securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the 'Securities Act'), and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act.
In member states of the European Economic Area ('EEA'), the placement of shares described in this announcement is only directed at persons who are 'qualified investors' within the meaning of Article 2(e) of the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (as amended, the 'Prospectus Regulation') ('Qualified Investors'). In the United Kingdom, the placement of shares described in this announcement is only directed at Qualified Investors 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, unincorporated 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 announcement and should not act on or rely on it.
07-Oct-2021 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
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Regulated Market in Frankfurt (General Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Munich, Stuttgart, Tradegate Exchange; London
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