AD-HOC DISCLOSURE ACCORDING TO ARTICLE 17 OF THE MARKET ABUSE REGULATION
- Subscription period from 01.09.2020 to 15.09.2020 included
- Subscription ratio 4:1
- Subscription price per new share EUR 17.55
- Issue proceeds to be used for the acquisition of further real properties
Eschborn, 28 August 2020, 10:45 CET/CEST – The Management Board of Noratis AG (ISIN: DE000A2E4MK4, WKN: A2E4MK, “Noratis“) has adopted today, with the approval of the Supervisory Board, a capital increase against cash contribution with subscription right of the existing shareholders. The subscription ratio is 4:1, which means that four existing shares entitle to the subscription of one new share. The subscription price amounts to EUR 17,55 per share. The subscription period runs from 1 September 2020 to 15 September 2020, 6pm. The share capital of Noratis AG is increased to up to EUR 4,818,027.00 – by partial use of the Authorized Capital 2020 by issuing up to 963,605 new shares with a proportionate amount in the share capital of one euro per share. The gross issuing proceeds amount to up to EUR 16.9 million. The cash inflow for the company is to be used for the acquisition of further real properties. The new shares are entitled to a dividend payment as of 1 January 2020 and are scheduled to be included in the stock market trading on 21 September 2020.
For the execution of the transaction the main shareholders Merz Real Estate GmbH & Co. KG (Merz) and Igor Christian Bugarski waive their proportionate subscription rights. Within the framework of a subsequent private placement, the unsubscribed new shares as well as the new shares from the main shareholder tranche will be offered to selected qualified investors at least at the subscription price. Merz has committed itself vis-à-vis ICF Bank, acting as lead manager in the transaction, and vis-à-vis the company to acquire all unsubscribed new shares within the framework of the private placement at the subscription price. Thereby the new shares from the main shareholder tranche, which are derived from the stake of Merz and Igor Christian Bugarski, are preferentially allocated to Merz. As a result, the stake of Merz in Noratis AG will rise following the capital increase.
The public offer is made without prospectus in accordance with § 3.2 German Securities Prospectus Act (exemption from the obligation to publish a prospectus). Before shareholders and investors decide to exercise, acquire or sell any subscription rights or acquire or sell shares it is recommended to carefully read in particular the securities information sheet (Wertpapierinformationsblatt) of the company which is scheduled to be published on 28 August 2020 on the website of the company (www.noratis.de) in the section “Investor Relations”.
This publication constitutes neither an offer to sell nor a solicitation to buy or subscribe to securities in any jurisdiction nor a prospectus for the purposes of the Regulation (EU) 2017/1129 as amended (“Prospectus Regulation”). Any such offer will be made solely on the basis of the securities information notice (Wertpapierinformationsblatt) to be published following its approval by the German Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, “BaFin”). The information legally required to be provided to investors is contained only in the securities information notice. The securities information notice is scheduled to be available on the course of today free of charge on the internet at the website of the issue (www.noratis.de) under “Investor Relations”. The subscription offer is scheduled to be published on 31 August 2020.
The information contained herein is not for distribution, directly or indirectly, in or into the United States of America (including its territories and possessions of any State of the United States of America or the District of Columbia) or publications with a general circulation in the United States of America. This publication constitutes neither an offer to sell nor a solicitation to buy or subscribe to securities in the United States of America. The securities 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 of America absent registration or an exemption from registration under the Securities Act. The issuer does not intend to register any portion of the offering in the United States of America or to conduct a public offering of the securities in the United States of America.
This publication is only addressed to and directed at persons in member states of the European Economic Area (other than Germany) who are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation (“Qualified Investors”). In addition, in the United Kingdom, this publication is being distributed only to, and is directed only at, Qualified Investors who (i) are persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), (ii) are high net worth entities falling within Articles 49(2)(a) to (d) of the Order, or (iii) other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). Any investment or investment activity to which this publication relates is only available to and will only be engaged in with (i) in the United Kingdom, relevant persons, and (ii) in any member state of the European Economic Area other than the United Kingdom, Qualified Investors. Any other persons who receive this publication in the European Economic Area (other than Germany) should not rely on or act upon it.
This publication is not an offer of securities for sale in Canada, Japan, Australia or South Africa.