DGAP-Ad-hoc: GRENKE AG / Key word(s): Capital Increase
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GRENKE AG resolves on cash capital increase with an issue volume of up to EUR 200 million
The Board of Directors of GRENKE AG (ISIN: DE000A161N30), with the approval of the Supervisory Board, today resolved on a capital increase against cash contribution with an issue volume of up to EUR 200 million under the exclusion of current shareholders' subscription rights (this corresponds to approx. 4.3% of the current share capital based on the Xetra closing price of June 12, 2018). The Company's share capital shall be increased through the partial use of the Company's authorised capital that was resolved on by the Annual General Meeting on May 03, 2018. The Company will issue new no-par value registered shares with dividend entitlement for the fiscal year 2018 and bearing rights equal to those of the existing outstanding shares of the Company. The new shares will be offered to qualified investors as defined by Section 2 (6) WpPG outside of the United States of America under Regulation S of the U.S. Securities Act of 1933, as amended in a private placement by way of an accelerated bookbuilding offering. The private placement will commence on June 13, 2018 and is expected to end on June 14, 2018. The Company reserves the right to close the order book at any time.
The placement price will be determined by the Board of Directors after conclusion of the accelerated bookbuilding offering and is expected to be announced on June 14, 2018.
The new shares shall be admitted to trading on the regulated market of the Frankfurt Stock Exchange without a prospectus with simultaneous admission to the sub-segment of the regulated market with additional post-admission obligations (Prime Standard). The new shares will be included in the current listing as per June 20, 2018.
GRENKE AG intends to use the net proceeds from the capital increase to finance the Company's further growth in its core markets and successful internationalisation strategy. In light of the envisaged strong growth, the capital increase is expected to support the very strong capital base and maintain the equity ratio in the long term over 16%.
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This publication is for information purposes only. It does not constitute an offer to purchase, sell, exchange or transfer any securities or a solicitation to submit an offer to purchase securities of GRENKE AG in the United States of America, Germany or any other jurisdiction. Neither this announcement nor its content shall form the basis of an offer in any jurisdiction. The securities of GRENKE AG may not be offered or sold in the United States of America without registration or an exemption from registration under the United States Securities Act of 1933, as amended (the 'Securities Act'). The securities of GRENKE AG have not been, and will not be, registered under the Securities Act.
In the United Kingdom, this publication is being directed only 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) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, partnerships, etc.) (all such persons together being referred to as 'Relevant Persons'). This publication is directed and distributed only to Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this publication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
In the member states of the European Economic Area ('EEA') that have implemented the Prospectus Directive (the 'Relevant Member States'), this announcement and any offer if made subsequently is directed exclusively to persons who are 'qualified investors' as defined by the Prospectus Directive ('Qualified Investors'). For these purposes, the expression 'Prospectus Directive' means Directive 2003/71/EC (and amendments thereto, including the 2010 'Prospectus Directive Amending Directive', to the extent implemented in a Relevant Member State).
No action has been taken that would permit an offer or a purchase of the securities or distribution of this publication in any jurisdiction where such action would be unlawful. Persons who are in possession of this announcement are required to inform themselves about and observe any such restrictions.
This announcement does not constitute a recommendation concerning the private placement of securities described in this announcement (the 'Placement'). Investors should consult a professional advisor as to the suitability of the Placement for the person concerned.
To the extent that this announcement contains forward-looking statements, such statements do not represent facts and are characterised by the words 'expect', 'believe', 'estimate', 'intend', 'aim', 'assume' or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of GRENKE AG and are based on current plans, estimates and forecasts which GRENKE AG has made to the best of its knowledge, but which do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by GRENKE AG. It should be kept in mind that actual events or developments may differ materially from those contained in or expressed by such forward-looking statements.
|Neuer Markt 2|
|Phone:||+49 (0)7221 50 07-204|
|Fax:||+49 (0)7221 50 07-4218|
|Listed:||Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Munich, Stuttgart, Tradegate Exchange|
|End of Announcement||DGAP News Service|
695221 13-Jun-2018 CET/CEST