DGAP-News: fox e-mobility AG / Key word(s): Corporate Action
22.04.2021 / 07:00
The issuer is solely responsible for the content of this announcement.
fox e-mobility AG successfully concludes financing through mandatory convertible bonds for EUR 25 million
Munich, April 22, 2021. fox e-mobility AG (ISIN: DE000A2NB551), a European electric vehicle company that specializes in the production, marketing and further development of compact electric cars in the lower price segment for individual passenger transport and logistical applications, reports on the first large Company financing agreement.
fox e-mobility AG has signed a framework agreement with the London-based asset management group, Atlas Capital Markets Limited (ACM), for a growth financing of up to EUR 25 million. The agreement provides for the issue of up to EUR 25 million (non-interest-bearing) mandatory convertible bonds within a time frame of up to three years. In the contract, ACM undertakes, under certain conditions, to subscribe to the convertible bonds issued by fox e-mobility AG. The bonds are privately placed without a prospectus. In addition, until December 30, 2022, when bonds are converted into shares, ACM has the right to purchase additional shares for 30% of the converted shares at an issue price of EUR 2.50. This not only means an additional strengthening of the equity base of fox e-mobility AG but also is a significant step to finance the development of the MIA 2.0. The management board and the supervisory board of fox e-mobility AG intend to resolve the issue of the first tranche of convertible bonds under the framework agreement in the foreseeable future.
Atlas Capital Markets Limited is based in London and has exclusive joint venture companies. Atlas special opportunities LLC and Arena structure private equity investments with U.S investment firm Arena Investors LP, an investment fund based in New York. Arena has around USD 2.2 bln under management.
The offer is made without a prospectus in accordance with Article 1, Paragraph 4 of the Prospectus Regulation (EU 2017/1129). There will be no public offer of the convertible bonds. The issue price per bond is 95 percent of the nominal amount and thus EUR 95,000.00 per bond. The conversion price per share is 95 percent of the average market price on the five consecutive trading days of the issuer's shares before submitting a notice of exercise
Philippe Perret, CEO of fox e-mobility AG, comments: "We are pleased about the transaction with Atlas Capital and thus financially secure the next development steps and milestones of fox e-mobility AG through this convertible. For us, ACM is a long-term and financially strong partner with a lot of know-how not only in the field of e-mobility. The financing gives us the impetus to move the company forward quickly. Fox e-moblity AG is a growth story in what is already a very large and rapidly growing market. The next few years will definitely bring the breakthrough for mass electromobility and our MIA 2.0 will contribute to this."
Mustapha Raddi, Managing Director, Atlas Capital Markets adds: "Our transaction with fox e-mobility AG is yet another investment in the electric mobility sector. Atlas have invested in the European EV sector since 2017 for example with Energica motor Spa or with our early investment in future nasdaq listed Helbiz micro-mobility. We believe in the fox e-mobility management team to deliver on their business plan and create value in the European EV sector. For us, fox e-mobility AG is an exciting and attractive investment with above-average return opportunities."
About fox e-mobility AG
fox e-mobility AG is a European electric vehicle company that specializes in the production, marketing and further development of compact electric cars in the lower price segment for both, individual passenger transport as well as logistical applications. The new MIA 2.0 model series is to be manufactured in Europe in cooperation with well-known suppliers to the electrical and automotive industries. The management team consists of seasoned managers and engineers from the world's largest automotive groups who have in-depth expertise and a comprehensive network for electromobility
For more information, please visit http://www.fox-em.com.
Kirchhoff Consult AG
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The dissemination of this information and the offer of securities by fox e-mobility AG is subject to legal restrictions in various jurisdictions. Persons who come into possession of this document are requested to inform themselves about these restrictions. This announcement represents neither an offer to purchase securities nor the solicitation of an offer to sell securities by persons in the United States of America, Australia, Canada, Japan or any other jurisdiction in which such an offer or solicitation would be unlawful.
Shares must not be sold or offered for purchase in the US or to US investors absent a previous registration under the U.S. Securities Act von 1933, as amended, or unless such sale or offer is made pursuant to an applicable exemption from the registration requirements in accordance with the regulations promulgated thereunder. Any public offering of securities to be made in the United States would be made by means of a prospectus that could be obtained from the Company and that would contain detailed information about the Company and its management, as well as the financial statements of the Company. No public offering of securities will take place in the United States of America or any other jurisdiction.
In member states of the European Economic Area ("Relevant Member States"), this document may only be disseminated, and is only addressed, to persons who are "qualified investors" ("Qualified Investors") as defined in Article 2(e) of the Regulation 2017/1129 of the European Union, as amended (the "Prospectus Regulation"). It is assumed that each person in the Relevant Member States who acquires or is offered securities as part of an offering (an "Investor") has represented and agreed that such person is a Qualified Investor; that securities purchased by such person as part of the offering are not being purchased for any person in the European Economic Area other than a Qualified Investor, with respect to whom the Investor may make decisions at its own discretion; and that the securities would not be purchased for offer or re-sale in the European Economic Area, if this would lead to fox e-mobility AG or any of its affiliates being required to publish a prospectus under Article 3 of the Prospectus Regulation.
In the United Kingdom, this information is directed at and/or for distribution only to (i) investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) high net worth companies falling within article 49(2)(a) to (d) of the Order (all such persons are collectively referred to herein as "relevant persons"). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this information or any of its contents.
Insofar as this announcement contains predictions, expectations or statements, assessments, opinions or projections about the future development of fox e-mobility AG ("forward-looking statements"), such forward-looking statements have been made on the basis of current views and assumptions of the management of fox e-mobility AG, which have been founded on management's best knowledge. Forward-looking statements are subject to various assumptions which were made on the basis of current internal plans or external publicly available sources, which have not been independently verified or checked by fox e-mobility AG and may prove to be inappropriate. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors, which could lead to the revenue, profitability, achievement of set goals and results of operations of fox e-mobility AG, or the success of the e-mobility industry, materially deviating from those expressly or implicitly set forth or described in this announcement. Accordingly, persons who come into possession of this announcement should not rely on such forward-looking statements. fox e-mobility AG assumes no responsibility for, and makes no warranties or representations regarding, such forward-looking statements and will not revise them in light of future results or developments.
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