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Compleo Charging Solutions AG / Key word(s): Capital Increase
NOT FOR DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR 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.
Disclosure of insider information pursuant to Article 17 para. (1) of Regulation (EU) No. 596/2014 on Market Abuse as amended (Market Abuse Regulation - MAR)
Compleo Charging Solutions AG resolves subscription rights capital increase against cash contribution for up to 973,957 new shares
Dortmund, November 25, 2021 - The Management Board of Compleo Charging Solutions AG ("Company") today resolved, with the consent of the Supervisory Board of the Company, to increase the share capital of the Company against cash contribution from currently EUR 3,895,828.00 by up to EUR 973,957.00 to up to EUR 4,869,785.00 by issuing up to 973,957 new no-par value ordinary bearer shares ("new shares") with subscription rights for the shareholders of the Company and by making partial use of the existing Authorized Capital 2020 ("capital increase"). As far as the Company is aware, the members of the Management Board and those members of the Supervisory Board, who directly or indirectly hold existing shares in the Company, plan to exercise the respective subscription rights, at least in part, and/or to participate in the rump placement (as defined below).
The new shares, each with a pro rata amount in the share capital of the Company of EUR 1.00 and full entitlement to a dividend as of January 1, 2021, shall be offered to the shareholders of the Company - subject to the approval of a securities prospectus ("prospectus") by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin") and the publication of the prospectus - by way of indirect subscription rights during the subscription period expected to begin on November 26, 2021 (including) and end on December 10, 2021 (including) ("subscription period") in accordance with the terms and conditions of the subscription offer and on the basis of the prospectus. The subscription price amounts to EUR 56.00 per new share ("subscription price"). The subscription offer is expected to be published in the Federal Gazette on or around November 25, 2021. The subscription ratio has been set at 4:1, i.e. four (4) existing shares entitle to subscribe for one (1) new share at the subscription price. It is expected that the existing shares will be listed on the Regulated Market of the Frankfurt Stock Exchange and the sub-segment of the Regulated Market with additional post-admission obligations (Prime Standard) "ex-subscription rights" from November 26, 2021. Trading of the subscription rights (ISIN DE000A3MQBQ7 / WKN A3MQBQ) for the new shares is expected to commence on November 26, 2021 (including) and end on December 7, 2021 (including).
New shares for which no subscription rights have been exercised during the subscription period ("rump shares") will be offered to selected qualified investors by way of an international private placement at a price not lower than the subscription price ("rump placement"). If not all of the rump shares can be placed, the volume of the capital increase will be reduced to reflect the aggregate number of new shares subscribed for in the rights offering and placed in the rump placement. Trading of the new shares on the Regulated Market of the Frankfurt Stock Exchange and the sub-segment of the Regulated Market with additional post-admission obligations (Prime Standard) is expected to commence on or around December 16, 2021. The Company has agreed with the underwriters on a 6-month lock-up period with market standard conditions.
The Company expects gross proceeds from the capital increase of up to approximately EUR 54.5 million. The Company intends to use the net issue proceeds from the capital increase in connection with the acquisition of innogy eMobility Solutions GmbH, Dortmund ("ieMS"), published in an ad hoc announcement on October 26, 2021, from the E.ON subsidiary innogy SE, in particular (i) to finance the preliminary cash purchase price agreed with innogy SE and payable upon closing of the transaction; and (ii) for measures to integrate ieMS into the Compleo Group and further develop the product portfolio in the fiscal years 2022 and 2023.
The public offering of the new shares in Germany will be made exclusively by means of and on the basis of the prospectus, which will be made available, among other places, on the Company's website (www.compleo-cs.com) in the section "Investor Relations - Publications." Approval is expected today.
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In the member states of the European Economic Area other than Germany, this release is only addressed to and directed at persons who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market ("Prospectus Regulation").
This release may be distributed in the United Kingdom only to, and is only directed at, persons who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, and who are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended ("Order"), or (ii) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) or (iii) persons to whom an invitation or inducement to engage in an 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 be lawfully communicated or caused to be communicated (all such persons together being referred to as "Relevant Persons"). This release is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity in shares of the Company is available only to Relevant Persons and will be engaged in only with Relevant Persons.
This release is not an offer of securities for sale in the United States. The securities mentioned herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended ("Securities Act"). The securities may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act. There will be no public offer of these securities in the United States.
Certain statements contained herein may constitute "forward-looking statements". Forward-looking statements are based on the current views, expectations, assumptions and information of the management of the Company. Forward-looking statements should not be construed as a promise of future results and developments and involve known and unknown risks and uncertainties. Various factors could cause actual future results, performance or events to differ materially from those described in these statements, and neither the Company nor any other person accepts any responsibility for the accuracy of the opinions expressed in this release or the underlying assumptions. The Company does not assume any obligations to update any forward-looking statements. Moreover, it should be noted that all forward looking statements only speak as of the date of this release and that neither the Company nor the Sole Global Coordinator assume any obligation, except as required by law, to update any forward looking statement or to conform any such statement to actual events or developments.
25-Nov-2021 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Compleo Charging Solutions AG
+49 231 534 923 70
Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange
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