DGAP-Adhoc: windeln.de resolves on capital increase with subscription rights from authorized capital

2021. június 15., kedd, 15:42

DGAP-Ad-hoc: windeln.de SE / Key word(s): Capital Increase

windeln.de resolves on capital increase with subscription rights from authorized capital

15-Jun-2021 / 15:42 CET/CEST

Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by DGAP - a service of EQS Group AG.

The issuer is solely responsible for the content of this announcement.


windeln.de resolves on capital increase with subscription rights from authorized capital

Munich, June 15, 2021: Today, the Management Board of windeln.de SE ("windeln.de" or "Company") resolved, with the approval of the Supervisory Board, to increase the Company"s share capital of currently EUR 12,080,280.00 divided into 12,080,280 no-par value bearer shares by up to EUR 6,040,140.00 by issuing up to 6,040,140 new shares, each representing a pro rata amount in the share capital of EUR 1.00 per share (the "New Shares"), to up to EUR 18,120,420.00 against contributions in cash, making use of the existing authorized capital 2021. The subscription price was set at EUR 1.30 per New Share, so that the maximum gross proceeds of the capital measure amount to up to EUR 7.8 million, approximately. The New Shares are entitled to dividends from January 1, 2021.

Up to 2,655,373 New Shares are offered as part of a rights offering without a securities prospectus to the Company"s shareholders by way of indirect subscription rights at a subscription ratio of 2:1 (the "Subscription Shares"), i.e. two existing shares entitle the holder to subscribe for one New Share from the capital increase (the "Rights Offering"). There will be no trading of subscription rights organized by the Company or the subscription agent. The subscription offer is expected to be published in the German Federal Gazette (Bundesanzeiger) on June 17, 2021. The subscription period will begin on June 22, 2021 and run until July 5, 2021 (in both cases including). The record date for the allocation of subscription rights, based on the shares held by shareholders at this time, is expected to be June 21, 2021. The New Shares are expected to be delivered on July 16, 2021.

Remaining New Shares for which no subscription rights are exercised by shareholders in the connection with the Rights Offering, as well as up to 3,384,767 New Shares in respect to which existing shareholders agreed to not exercise their subscription rights, will be offered to selected investors in a private placement at a price of EUR 1.30 per share (the "Private Placement").

In addition to their statutory subscription rights, the shareholders entitled to subscribe for New Shares in the Rights Offering will be offered additional subscription rights for those Subscription Shares for which no subscription rights are exercised by shareholders during the subscription period and not allocated within the Private Placement.

Prior to the announcement of the transaction, the Company has concluded commitment agreements with several long-term oriented investors to acquire New Shares in the Private Placement ("Commitment Agreements"). The obligations to acquire New Shares under the Commitment Agreements are subject to a maximum allocation quota. Under the Commitment Agreements the investors agreed to acquire New Shares in the Private Placement at the placement price of EUR 1.30 for a maximum amount of up to EUR 3,245,675.80 in total. The Company"s obligation to deliver New Shares on the basis of the Commitment Agreements is subject to a respective allocation decision by the Company, which rests in the due discretion of the Company"s corporate bodies.

The New Shares will initially not be admitted to trading on the regulated market but are expected to be admitted to trading on the regulated market of the Frankfurt Stock Exchange (Prime Standard) only within one year after their issuance on the basis of a securities prospectus that is still to be drawn up. The New Shares may therefore - other than the existing shares of the Company - not be traded via the stock exchange on the regulated market. The Company, however, intends to include the New Shares for trading in the open market of a German stock exchange.

With the gross issue proceeds from the capital increase, windeln.de intends to improve the Company"s financial position. The Company currently assumes that its financing is secured for the financial year 2021. If the capital increase cannot be carried out to a sufficient extent and the Company is not provided with any further equity or debt capital, it may not have sufficient working capital and will not be able to meet its payment obligations unless corresponding revenues from the operational business can be generated.

The stock exchange price of the shares of the Company has been highly volatile lately and has increased significantly in recent times. Shareholders contemplating to exercise their subscription rights should bear in mind that such stock price increases may be driven by speculation und may thus only be of short duration. The large difference between the subscription price and the recent stock exchange prices of the shares of the Company does not mean that shareholders exercising their subscription rights will be able to realize this price difference by selling the New Shares following their delivery. The Company points out that, on the one hand, the New Shares are expected to be delivered with a value date as from July 16, 2021 only. In the interim period, the stock exchange price of the shares of the Company can still change significantly. On the other hand, the New Shares will not be delivered as shares that are admitted to trading on the regulated market, so that there is no guarantee that the New Shares can be sold via a stock exchange.

Further information on the capital increase and particularly on risk warnings in connection with an investment in the New Shares can be found in the subscription offer, which will be available in the Federal Gazette and on the website of windeln.de (www.corporate.windeln.de).

Quirin Privatbank AG is accompanying the capital increase as issuing bank and will offer the New Shares that are part of the Rights Offering to the shareholders in accordance with the subscription offer.

Important notice

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America (the "United States"). This announcement is not an offer of securities for sale into 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 (the "Securities Act"), and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration requirements under the Securities Act. No public offering of securities is being made in the United States.



Daniel Panajotow

Telefon: +49 (89) 41 61 71 52 62

Email: investor.relations@windeln.de

15-Jun-2021 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Archive at www.dgap.de

Language: English
Company: windeln.de SE

Stefan-George-Ring 23

81929 Munich

Phone: 49 89 4161 7152 65
Fax: 089 / 416 17 15-11
E-mail: investor.relations@windeln.de
Internet: www.windeln.de
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange
EQS News ID: 1208249

End of Announcement DGAP News Service

1208249  15-Jun-2021 CET/CEST

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