THIS ANNOUNCEMENT MAY NOT BE PUBLISHED, DISTRIBUTED OR TRANSMITTED, DIRECTLY OR INDIRECTLY, TO OR IN THE UNITED STATES OF AMERICA (INCLUDING TERRITORIES AND POSSESSIONS), AUSTRALIA, JAPAN OR CANADA OR ANY OTHER JURISDICTION WHERE SUCH ANNOUNCEMENT COULD BE UNLAWFUL. OTHER RESTRICTIONS MAY APPLY. PLEASE NOTE THE IMPORTANT INFORMATION AT THE END OF THIS PUBLICATION.
Publication of inside information pursuant to Article 17 of Regulation (EU) No 596/2014
Eschborn, 14 November 2023, 22:47 CET/CEST – The Management Board of Noratis AG (ISIN: DE000A2E4MK4, WKN: A2E4MK) has adopted today, with the approval of the supervisory board, a rights issue (Bezugsrechtskapitalerhöhung) for the shareholders of Noratis. The share capital of Noratis will be increased to EUR 6.745.237,00 by partially utilizing the Authorized Capital 2021 (Genehmigtes Kapital 2021) through the issue of 1.927.210 new ordinary bearer shares with a proportionate amount of the share capital of one (1) euro per share. The new shares are entitled to dividend payments from 1 January 2023 and will be included in the existing listing. The subscription offer (Bezugsangebot) will be published on 17 November 2023 in the Federal Gazette (Bundesanzeiger). The subscription ratio (Bezugsverhältnis) is 5:2, which means that five (5) existing shares entitle to the subscription of two (2) new shares. The subscription price (Bezugspreis) amounts to EUR 4,15 per new share. The subscription period (Bezugsfrist) runs from 21 November 2023, 0.00 hours, until 4 December 2023, 24.00 hours.
The subscription rights for the new shares shall be traded in the period from 21 November 2023 up to 29 November 2023 in an ongoing trade in the Open Market of the Frankfurt Stock Exchange, whereby the trading shall end with a special auction from 13.00 hours (CET).
In the course of the rights issue, Merz Real Estate GmbH & Co. KG undertook towards Noratis on the basis of a backstop and fixed subscription commitment (Backstop- und Festbezugsvereinbarung), to acquire all new shares not subscribed for by the other shareholders at the subscription price and to fully exercise its subscription rights to the new shares. Hence, all new shares will be placed. As consideration for the willingness of Merz Real Estate GmbH & Co. KG to guarantee the full placement of the rights issue, Noratis AG has committed itself to allot any new shares that have not been subscribed for by the other shareholders by exercising their subscription rights within the subscription period to Merz Real Estate GmbH & Co. KG.
Igor Christian Bugarski, chairman of the Management Board of Noratis and currently holding around 5,9% of its share capital, has declared towards Noratis that he would not exercise his subscription rights to the new shares and would not participate in the trading of subscription rights. In view of an agreement reached in March 2020 between Mr. Bugarski and Merz Real Estate GmbH & Co. KG, the latter will acquire further shares in Noratis from Mr. Bugarski.
The gross proceeds from the rights issue will amount to just under EUR 8 million. The inflow of funds to Noratis shall be utilized to strengthen the liquidity and for the repayment of a promissory note loan (Schuldscheindarlehen) issued in December 2020 with a volume of EUR 5 million.
The public offering of the new shares as part of the rights issue will be made without a security prospectus pursuant to Section 3 No. 2 of the German Securities Prospectus Act (Wertpapierprospektgesetz) (exemption from the obligation to publish a prospectus). Shareholders are therefore advised to read in particular the securities information sheet (Wertpapier-Informationsblatt) of Noratis, which, following its approval by the German Federal Financial Supervisory Authority (BaFin), is expected to be published on 15 November 2023 on the website of Noratis (www.noratis.de) in the section “Investor Relations”, before deciding to exercise, acquire or sell their subscription rights.
In view of the investment agreement with Merz Real Estate GmbH & Co. KG a further cash capital increase (Barkapitalerhöhung) with a volume of EUR 2 million (gross) is to be carried out immediately after the entry of the rights issue into the commercial register (Handelsregister), in which only Merz Real Estate GmbH & Co. KG shall be authorized to subscribe to the new shares and the subscription rights of the other shareholders shall be excluded in accordance with the principles of the simplified exclusion of subscription rights pursuant to Section 186 (3) sent. 4 of the German Stock Corporation Act (Aktiengesetz).
B. Metzler seel. Sohn & Co. Aktiengesellschaft will support the two capital increases and act as the subscription agent (Bezugsstelle) for the rights issue.
In view of the changed market environment for real estate transactions, Noratis will now also focus more strongly on property portfolio management, including corresponding cost savings and adjustments to the corporate strategy.
Important notes
This announcement does not constitute an offer to sell or a solicitation to buy or subscribe to securities in any jurisdiction or a prospectus within the meaning of Regulation (EU) 2017/1129, as amended (“Prospectus Regulation”). A public offer is made exclusively through and on the basis of a securities information sheet to be published after approval by the German Federal Financial Supervisory Authority (BaFin). The securities information sheet contains the information for investors required by law. The securities information sheet will be accessible on 15 November 2023 on the website of the Noratis AG (www.noratis.de) in the section “Investor Relations” free of charge. The subscription offer is expected to be published on 17 November 2023.
This announcement may not be published, distributed or circulated, directly or indirectly, to or in the United States of America (including its territories and possessions), Canada, Australia, Japan or another jurisdiction where such announcement, distribution or circulation could be unlawful.
The securities offered will not be and have not been registered under the U.S. Securities Act of 1933, as amended (“Securities Act”) or registered with the securities regulatory authorities of any state or other jurisdiction of the United States. They may not be offered, sold, exercised, pledged, transferred, or delivered, directly or indirectly, into or within the United States, Canada, Japan or Australia at any time except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any state of the United States, Canada, Japan or Australia.
This announcement may contain forward-looking statements. These forward-looking statements are based on the current views, expectations, assumptions and information of the Management Board of Noratis. 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. Neither Noratis nor any other person accepts any responsibility for the accuracy of the opinions expressed in this announcement or the underlying assumptions. Noratis does not undertake any obligation to publicly update or revise any forward-looking statement. In addition, all forward-looking statements speak only as of the date of this announcement and that Noratis assumes no obligation to update any forward-looking statements or to conform such statements to actual events or developments, except as required by law.