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NEXR Technologies SE / Key word(s): Corporate Action/Capital Increase
Inside information according to Article 17 MAR
NOT FOR DISTRIBUTION, PUBLICATION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER COUNTRY IN WHICH SUCH PUBLICATION MAY BE UNLAWFUL OR IN WHICH THE OFFER OF SECURITIES IS SUBJECT TO REGULATORY RESTRICTIONS. THERE ARE OTHER RESTRICTIONS. SEE THE DISCLAIMER AT THE END OF THIS PUBLICATION.
Berlin, 27 September 2021
The Board of Directors of NeXR Technologies SE (ISIN DE000A1K03W5 / WKN A1K03W) ("Company") today resolved to implement a capital increase using the authorized capital in the amount of up to EUR 2,061,064.00 pursuant to Article 6.1a of the Articles of Association.
Accordingly, the share capital of EUR 4,122,129.00, divided into 4,122,129 no-par value bearer shares ("Existing Shares"), will be increased by up to EUR 2,061,064.00 to up to EUR 6,183,193.00 by issuing up to 2,061. 064 new no-par value bearer shares, each with a notional interest in the share capital of EUR 1.00 and with dividend rights from 1 January 2021 ("New Shares"), against cash contributions ("Capital Increase"). The subscription ratio was set at 2:1, i.e., two Existing Shares entitle to subscribe to one New Share. The subscription period is scheduled to begin on 4 October 2021 (00:00 hours CEST) and end on 18 October 2021 (24:00 hours CEST). The record date for the allocation of subscription rights is expected to be 1 October 2021. The subscription price is EUR 2.45 per New Share.
The New Shares will be offered to shareholders by way of indirect subscription rights, including an oversubscription right, as part of a prospectus-free subscription offer expected to be published in the Federal Gazette on 29 September 2021. New Shares not subscribed by shareholders within the subscription period may be offered to selected investors in a private placement (non-public offering) at the fixed subscription price.
The major shareholder Hevella Capital GmbH & Co. KGaA, August-Bebel-Strasse 64, 14482 Potsdam ("Hevella"), has undertaken to acquire all 1,174,873 New Shares to which it is entitled in accordance with its statutory subscription rights. Furthermore, Hevella has undertaken to subscribe for all New Shares not subscribed for by the other shareholders in the statutory subscription and oversubscription and for all New Shares not subscribed for by new investors.
Further details will result from the Subscription Offer, which is expected to be published in the German Federal Gazette on 29 September 2021.
The Company intends to use the net proceeds from the capital increase for the continued support of the market entry and the following expansion of cooperations as well as for the development of the team.
Phone: +49 (0) 30 403 680 14-3
This communication does not constitute a prospectus. The rights offering to the shareholders will be conducted on the basis of Art. 3 (2) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market and repealing Directive 2003/71/EC (Prospectus Regulation) and on the basis of Art. 3 No. 1 WpPG in the form of a public offer without a prospectus in Germany. The Company will therefore not prepare and publish a prospectus in respect of the New Shares and the related rights offering. Such a Prospectus is therefore not available as an information basis for the subscription or acquisition of New Shares. The Company expressly draws the attention of the shareholders to this fact. Shareholders are recommended to obtain comprehensive information before exercising subscription rights and, for example, to carefully read the Company's publications available on the Company's website at www.nexr-technologies.com, in particular the annual and semi-annual financial reports, in particular the annual report on the 2020 financial year of the Company (in particular the chapter PROGNOSIS, OPPORTUNITIES AND RISKS REPORT on p. 13 et seq. and the auditor's report of the independent auditor on p. 72 et seq.) as well as the Company's Ad hoc-Releases and Corporate News. Shareholders should base their investment decision regarding the New Shares solely on the information contained in the Subscription Offer and the information published by the Company on its website. The information contained in this announcement is for background information only; no claim is made to completeness. The information in this announcement or its accuracy or completeness should not be relied upon for any purpose. The information in this release is subject to change.
This release is not for distribution, directly or indirectly, in or into the United States of America or within the United States of America (including its territories and possessions, any state or the District of Columbia) and must not be distributed or circulated to "U.S. persons" (as defined in Regulation S under the Securities Act) or publications with a general circulation in the United States of America. This announcement does not constitute an offer or a solicitation of an offer to purchase or subscribe for securities in the United States of America, nor does it form part of any such offer or solicitation. The New Shares have not been and will not be registered under the provisions of the Securities Act and may not be sold or offered for sale in the United States of America absent registration under the provisions of the Securities Act as amended or an exemption from registration. The Company does not intend to conduct a public offering of New Shares in the United States of America.
Subject to certain exceptions under applicable securities law, the New Shares referred to in this announcement may not be sold or offered for sale in Canada, Australia or Japan, or to or for the account or benefit of persons resident or domiciled in Canada, Australia or Japan. No measures have been taken which would permit an offer of the New Shares, their acquisition or the distribution of this publication in countries where this is not permitted. Anyone who comes into possession of this publication must inform themselves about any restrictions and observe them.
This release contains forward-looking statements. These statements are based on the current views, expectations and assumptions of the Company's management and involve known and unknown risks and uncertainties that may cause actual results, outcomes or events to differ materially from those expressed or implied in such statements. Actual results, outcomes or events may differ materially from those described herein as a result of factors that affect the Company, including changes in the general economic environment or the competitive situation, capital market risks, exchange rate fluctuations and competition from other companies, as well as changes in a foreign or domestic legal system, particularly with regard to the tax environment. The Company assumes no obligation to update forward-looking statements.
The accompanying bank or its directors, officers, employees, advisors or agents do not assume any responsibility or liability or guarantee for, and make no express or implied statement as to, the truth, accuracy or completeness of the information contained in this communication (or lack thereof) or, with a few exceptions, any other information about the company, its subsidiaries or affiliates, whether in written, oral or visual or electronic form, regardless of the method of transmission or provision, or for losses arising in any way from the use of this communication or its contents or otherwise in connection therewith.
27-Sep-2021 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
NEXR Technologies SE
+49 (0) 30 403 680 143
+49 (0) 30 403 680 141
Regulated Market in Berlin, Frankfurt (General Standard); Regulated Unofficial Market in Dusseldorf, Munich, Stuttgart, Tradegate Exchange
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