Global Fashion Group S.A. / Key word(s): Capital Increase
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, 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 NOTICE AT THE END OF THIS PUBLICATION.
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014
GLOBAL FASHION GROUP LAUNCHES CASH CAPITAL INCREASE TARGETING GROSS PROCEEDS OF EUR 120 MILLION
Luxembourg, November 17, 2020 - Global Fashion Group S.A. ("GFG" or the "Company", ISIN: LU2010095458, Frankfurt Stock Exchange: GFG) launches a capital increase against cash contributions.
Today, the management board of GFG, with approval of the supervisory board, resolved to pursue an increase of the share capital with exclusion of subscription rights through the issuance of new common shares in dematerialized form, each with a nominal value of EUR 0.01, against cash contributions, targeting total gross proceeds of approximately EUR 120 million (the "Capital Increase"). The number of newly issued shares and the placement price per new share will be determined on the basis of an accelerated bookbuilding. The new shares will carry full dividend rights for the financial year 2020.
The share placement will be launched with immediate effect, and the new shares will be solely offered to institutional investors.
The new shares shall be admitted to trading on the regulated market (regulierter Markt) without a prospectus and are expected to be included in the existing quotation for the Company's shares in the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) on the Frankfurt Stock Exchange on or around November 18, 2020. Delivery of the new shares to investors is expected to occur on November 20, 2020.
Use of Proceeds
The Company intends to use the net proceeds from the Capital Increase to further accelerate the delivery of its mid-term growth strategy by additional investments in its customer value proposition, technology platform, delivery infrastructure, and for general corporate purposes. GFG plans to take advantage of the increased marketplace base, broader assortment and improved unit economics to accelerate fashion e-commerce adoption in its markets as well as to increase loyalty and shopping frequency with its customers.
As part of the transaction, the Company has agreed to a lock-up period of 180 days, subject to customary exceptions.
Person making the notification:
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 GFG or of any of its subsidiaries in the United States of America, Luxembourg, 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") or (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 announcement contains forward-looking statements. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. 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 this announcement, and neither the Company nor any other person accepts any responsibility for the accuracy of the opinions expressed in this announcement or the underlying assumptions. Neither the Company nor any other person undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Investors should not place any undue reliance on forward-looking statements which speak only as of the date of this ad hoc notification.
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.
17-Nov-2020 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Global Fashion Group S.A.
+352 691 20 56 54
Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Dusseldorf, Tradegate Exchange; Luxembourg Stock Exchange
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