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Mutares SE & Co. KGaA resolves capital increase with subscription rights against cash contribution of up to 5,140,439 new shares and uplisting to the Regulated Market (Prime Standard) of the Frankfurt Stock Exchange
Munich, 28 September 2021 – The management board of Mutares Management SE (“Management Board”), the general partner of Mutares SE & Co. KGaA (ISIN DE000A2NB650) (“Company”), today resolved, with the consent of the supervisory board of the Company (“Supervisory Board”), (i) to increase the Company’s share capital against cash contribution from currently EUR 15,496,292.00 by up to EUR 5,140,439.00 to up to EUR 20,636,731.00 by issuing up to 5,140,439 new ordinary registered shares with no par value of the Company (“New Shares”) with subscription rights of the Companyˈs limited liability shareholders and partially utilizing the existing Authorized Capital 2019/I (“Capital Increase”) as well as (ii) an uplisting of the Companyˈs existing shares (“Existing Shares”) and the New Shares to the Regulated Market (Prime Standard) of the Frankfurt Stock Exchange (“Uplisting”).
The New Shares, each with a notional value of EUR 1.00 in the Companyˈs share capital and with full dividend rights from 1 January 2021, will be offered to the Company’s limited liability shareholders on the basis of the published securities prospectus as approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin)) (“Prospectus”) by way of indirect subscription rights during the subscription period which is expected to commence on 30 September 2021 (including) and end on 13 October 2021 (including) (“Subscription Period”) at a subscription price of EUR 19.50 per New Share (“Subscription Price”) in accordance with the terms and conditions of the subscription offer. The subscription offer is expected to be published in the German Federal Gazette (Bundesanzeiger) on or around 29 September 2021. The subscription ratio has been set to 3:1, i.e. three (3) Existing Shares entitle to subscribe for one (1) New Share at the Subscription Price. As from 30 September 2021, the Existing Shares will be quoted “ex-rights” on the Regulated Unofficial Market (Freiverkehr) of the Frankfurt Stock Exchange. The trading in the Subscription Rights (ISIN DE000A3E5EU6 / WKN A3E5EU) for the New Shares will commence on 4 October 2021 (including) and end on 11 October 2021, 12:00 hrs (CEST), on the Frankfurt Stock Exchange (Xetra and Xetra Frankfurt Specialist).
There will be no compensation for any subscription rights not exercised. New Shares for which no subscription rights have been exercised during the Subscription Period shall be offered to selected qualified investors in an international private placement or sold in the market following the end of the Subscription Period, in each case at a price at least equal to the Subscription Price.
The Capital Increase will generate gross proceeds of up to approximately EUR 100 million for the Company. The Company intends to use the net proceeds from the Capital Increase for (i) platform acquisitions of new portfolio companies, (ii) add-on acquisitions to strengthen existing portfolio companies as part of the buy-and-build strategy and (iii) investments in existing portfolio companies.
In connection with the Capital Increase, the Company will also apply for the Uplisting, i.e. the admission of the Existing Shares and the New Shares issued to trading on the Regulated Market of the Frankfurt Stock Exchange with simultaneous admission to the sub-segment of the Regulated Market with additional post-admission obligations (Prime Standard). The Uplisting is expected to take place on or around 19 October 2021. The commencement of trading of the Existing Shares and the New Shares on the Regulated Market of the Frankfurt Stock Exchange is expected to take place on or around 20 October 2021.
Certain members of the Management Board and Supervisory Board and a major shareholder of the Company expressed their support for the Capital Increase, indicating that they intend to subscribe New Shares in the aggregated amount of approximately 20% of the New Shares offered.
The public offering of the New Shares in Germany and the Uplisting will be carried out on the basis of the Prospectus, which is available, among other places, on the Company’s website (www.mutares.com) in the “Investor Relations” section.
Mutares SE & Co. KGaA
Phone +49 89 9292 7760
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This publication may not be published, distributed or transmitted in the United States of America, Canada, Australia or Japan. It does not contain or constitute an offer or solicitation of an offer to purchase or subscribe for any securities in the United States, Australia, Canada or Japan or in any jurisdiction to which or in which such offer or solicitation would be unlawful.
This publication constitutes neither an offer to sell nor a solicitation to buy shares of the Company. A public offering of the New Shares in Germany will be made solely on the basis of the Prospectus. An investment decision on shares of the Company should only be made on the Prospectus. The Prospectus is available free of charge on the Company’s website (www.mutares.com) in the “Investor Relations” section.
In the member states of the European Economic Area other than Germany, this publication is only addressed to 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 14 June 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 publication may only be distributed in the United Kingdom and is only directed at persons who are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation as that Regulation forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 and who are also (i) professional investors within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended from time to time (“Order”), or (ii) are high net worth companies falling within Article 49(2)(a) to (d) of the Order or other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). The New Shares will only be available to relevant persons and any invitation, offer or agreement to subscribe for, purchase or otherwise acquire the New Shares will only be made with relevant persons. Any person who is not a relevant person must not act or rely on these materials or their contents.
This publication does not constitute an offer of securities for sale in the United States. The securities referred to 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 offering of these securities in the United States.
The Underwriters are acting exclusively for the Company and for no one else in connection with the offering of the New Shares (“Offering”) and the Uplisting. In connection with the Offering and the Uplisting, the Underwriters will not regard anyone else as their client and will not be responsible to anyone other than the Company for providing them with the protections they provide to their clients or for providing advice in connection with the Offering, the contents of this announcement or any other transaction, arrangement or other matter referred to in this announcement.
Certain statements contained in this release may constitute “forward-looking statements”. These forward-looking statements are based on the current views, expectations, assumptions and information of the Company’s management. Forward-looking statements are not guarantees of future performance and involve known and unknown risks and uncertainties. Due to various factors, actual future results, developments and events may differ materially from those described in these statements; neither the Company nor any other person assumes any responsibility whatsoever for the accuracy of the opinions contained in this release or the underlying assumptions. The Company assumes no obligation to update any forward-looking statements contained in this release. Furthermore, it should be noted that all forward-looking statements speak only as of the date of this publication and that neither the Company nor the underwriters undertake any obligation, except as required by law, to update any forward-looking statements or to conform such statements to actual events or developments.
THIS DOCUMENT IS NOT A PROSPECTUS, BUT A PROMOTIONAL DOCUMENT; INVESTORS SHOULD UNDERWRITE OR PURCHASE THE SHARES REFERRED TO IN THIS PROMOTIONAL DOCUMENT SOLELY ON THE BASIS OF THE INFORMATION CONTAINED IN THE PROSPECTUS.