THIS ANNOUNCEMENT MAY NOT BE PUBLISHED, DISTRIBUTED OR TRANSMITTED, DIRECTLY OR INDIRECTLY, TO OR IN THE UNITED STATES OF AMERICA (INCLUDING TERRITORIES AND POSSESSIONS), AUSTRALIA, JAPAN OR CANADA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, 11 December 2023, 21:47 CET/CEST – The Management Board of Noratis AG (ISIN: DE000A2E4MK4, WKN: A2E4MK) has adopted today, as already announced in the ad hoc announcement of 14 November 2023, with the approval of the Supervisory Board, a further capital increase against cash contributions.
The share capital of Noratis will be increased to EUR 7,196,704.00 by means of a cash capital increase with the exclusion of subscription rights, partially utilizing the still existing Authorized Capital 2021 (Genehmigtes Kapital 2021) in the amount of EUR 481,803.00 through the issue of 451,467 new ordinary bearer shares with a proportionate amount of the share capital of one euro per share. The new shares are entitled to dividend payments from 1 January 2023.
The placement price per new share amounts to EUR 4.43.
Against the background of an existing investor agreement with Merz Real Estate GmbH & Co. KG only Merz Real Estate GmbH & Co. KG will be authorized to subscribe to the new shares and the subscription rights of the other shareholders will be excluded in accordance with the principles of the simplified exclusion of subscription rights pursuant to Section 186 (3) sentence 4 of the German Stock Corporation Act (Aktiengesetz).
The new shares will be included in the existing listing of Noratis AG in the Segment Scale of the Open Market of the Frankfurt Stock Exchange.
The gross proceeds from the capital increase will amount to approximately EUR 2 Mio. The inflow of funds to Noratis from this capital increase shall be utilized to strengthen liquidity.
B. Metzler seel. Sohn & Co. Aktiengesellschaft accompanies the capital increase.
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.