Publication according to Article 17 of German MAR
NOT FOR DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA AND JAPAN AS WELL AS ANY OTHER JURISDICTIONS IN WHICH SUCH DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR IN WHICH THE OFFERING OF SECURITIES IS SUBJECT TO REGULATORY RESTRICTIONS. THERE ARE FURTHER RESTRICTIONS. SEE THE IMPORTANT STATEMENTS AT THE END OF THIS PUBLICATION.
Eschborn, 29 May 2018, 14:50 CET/CEST – Noratis AG (ISIN: DE000A2E4MK4, WKN: A2E4MK) (the “Company”) has placed 681,897 new shares within the framework of its capital increase. The ordinary bearer shares were placed at an issue price of EUR 22.50 per share. This means that Noratis AG has generated a gross inflow of around EUR 15.3 million. The share capital of the Company increases from EUR 2,920,000.00 by EUR 681,897.00 to EUR 3,601,897.00 using the available authorised capital. The new shares will have a profit entitlement from 1 January 2018 onwards. On 5 June 2018 the new shares are scheduled to be included in the existing listing of the Scale Segment of the Open Market of the Frankfurt Stock Exchange.
Around 122,000 shares were subscribed to under the offer for subscription. The remaining shares were placed within the framework of the over-subscription in a public offer in Germany as well as through a private placement in selected European countries.
The offer met with high interest amongst institutional investors in the German speaking countries. The cash inflow will be used for further growth through the acquisition of real properties.
Information and Explanations of the Issuer about this Release
The transaction was accompanied by ICF Bank AG Wertpapierhandelsbank as sole global co-ordinator and sole bookrunner. With a cash inflow of around EUR 15.3 million, Noratis AG intends to further increase the volume of inventory properties by the end of 2018 versus 2017 and to continue to expand during the following period. Noratis AG has been on a clear growth course for years. The sales revenues, which include the sales proceeds from real property and rental income, rose during the past year by around 50% versus the previous year to around EUR 68 million. The real property portfolio of 2017 was further extended and reached around 1,200 residential units by the end of 2017. The EBIT, ie earnings before interest and taxes, rose to EUR 15.2 million in 2017, after EUR 9.9 million in 2016. Noratis AG was able to more than double the net income for the year 2017 versus 2016, with EUR 8.7 million despite the IPO costs.
This communication represents neither an offer nor an invitation to buy or subscribe to securities of Noratis AG in the United States of America, Germany or other states. The public offer in Germany will be made exclusively on the basis of a securities prospectus to be published.
This communication does not represent a prospectus. Interested investors should take their investment decision concerning the securities referred to in this announcement exclusively on the basis of the information from the securities prospectus, which the company has prepared in connection with the first public offer of these securities in Germany and which it will publish after its approval by the Federal Financial Supervisory Authority (BaFin). The securities prospectus will be available free of charge probably from 11 May 2018 onwards at Noratis AG, Hauptstraße 129, 65760 Eschborn or on the website of Noratis AG (www.noratis.de).
This communication is intended neither indirectly nor directly to be passed on or circulated in the United States of America or within the United States of America (including its territories and possessions, a Federal State or the District of Columbia) and may not be distributed or transmitted to a US person (as defined in Regulation S of the US Securities Act of 1933 as amended (“Securities Act”)) or publications with a general circulation in the United States of America. This communication represents neither an offer nor an invitation to make an offer to buy or take over securities in the United States of America nor is it part of such an offer and / or such an invitation. The securities are not and will not be registered according to the provisions of the Securities Act and may not be sold or offered for purchasing in the United States of America without the prior registration under the provisions of the Securities Act in its current version or without prior registration only on the basis of an exemption. Noratis AG does not intend to make a public offer of securities in the United States of America.
Notwithstanding certain exemptions under the applicable securities law, the securities referred to in this announcement may not be sold or offered for purchase to persons based or resident in Canada, Australia and Japan and to or for the account of persons based or resident in Canada, Australia or Japan. No measures have been taken which would allow an offer of the securities, their purchase or the distribution of this publication in countries in which this is not admissible. Whoever comes into the possession of this publication must inform himself about possible restrictions and comply with them.
This communication includes forward-looking statements. These statements are based on the current views, expectations and assumptions of the management of Noratis AG and include known and unknown risks and uncertainties which may mean that the actual results or events can deviate considerably from the statement expressed or implied statements contained therein. The actual results or events can deviate essentially from those described herein due to factors concerning Noratis AG, including changes in respect of the general economic environment or the competition situation, capital market risks, foreign exchange fluctuations and competition from other companies as well as amendments to a foreign or a domestic legislation, more particularly concerning the tax law environment. Noratis AG does not take over any obligation to update forward-looking statements.
The information in this communication serves merely as background information; there is no claim to completeness. The information in this communication or its accuracy or completeness may not be considered as reliable for any purpose whatsoever. The information in this communication is subject to change.
The accompanying bank or its managing directors, senior managers, employees, consultants or agents do not take over any responsibility or liability or guarantee for and do not make any express or implied statement on the truth, accuracy or completeness of the information in this communication (or on missing information in this communication) or, apart from a few exceptions, other information on Noratis AG, its subsidiaries or affiliated companies, be it in written, oral or visual or electronic form, regardless of the type of transmission or provision or for losses which result in any way whatsoever from the use of this communication or its content or otherwise in connection therewith.