DGAP-Adhoc: Deutsche Industrie REIT-AG resolves capital increase from authorized capital
DGAP-Ad-hoc: Deutsche Industrie REIT-AG / Key word(s): Capital Increase
Publication of inside information pursuant to Article 17 MAR
NOT FOR DISTRIBUTION, PUBLICATION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN THE USA, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER COUNTRY IN WHICH SUCH PUBLICATION MAY BE UNLAWFUL OR IN WHICH THE OFFERING OF SECURITIES IS SUBJECT TO REGULATORY RESTRICTIONS. THERE ARE OTHER RESTRICTIONS. SEE THE IMPORTANT NOTE AT THE END OF THIS PUBLICATION.
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Deutsche Industrie REIT-AG resolves capital increase from authorized capital
Rostock, 2 September 2019 - The management board of Deutsche Industrie REIT-AG (WKN A2G9LL / ISIN DE000A2G9LL1) (the "Company") today resolved, with the approval of the supervisory board, to increase the share capital of the Company from currently EUR 22,500,072.00 by up to EUR 951,873.00 to up to EUR 23,451,945.00 by issuing up to 951,873 new ordinary bearer shares with no par value, each such share with a notional value of EUR 1.00 of the share capital and with full dividend rights as of 1 October 2018 (the "New Shares"), against cash contributions, making partial use of the existing authorized capital 2019/I (the "Capital Increase"). The statutory subscription right of the Company's shareholders (the "Shareholders") was partially excluded to the extent necessary to grant the holders of the 2.00% convertible bonds 2019/2026 of the Company (ISIN DE000A2YNQU1 / WKN A2YNQU), consisting of 416 bonds in bearer form, which rank pari passu among themselves and with a nominal amount of EUR 100,000 each (the "Bonds"), (the "Bondholders") to the extent to which they would be entitled after exercising their conversion rights.
494,226 New Shares (the "Offer Shares") shall be offered to the Shareholders and the Bondholders (the "Offer Addressees") within a public subscription offer in Germany without publication of a securities prospectus in accordance with Section 3 No. 1 of the German Securities Prospectus Act ("WpPG") (the "Subscription Offer"). The subscription rights shall be granted to the Offer Addressees in such a way that only ODDO BHF Aktiengesellschaft, Frankfurt am Main ("ODDO BHF AG"), as the subscription agent shall be admitted to subscribe for the Offer Shares, which has undertaken to offer the Offer Shares to the Offer Addressees for indirect subscription. The total volume of the Subscription Offer shall not exceed EUR 8 million. For this purpose, ten (10) Shareholders have assigned their subscription rights for the remaining 457,647 New Shares (the "Private Placement Shares") to ODDO BHF AG in advance.
The subscription price was determined by the management board with the approval of the supervisory board at EUR 15.75 per New Share (the "Subscription Price"). The subscription period shall commence on 3 September 2019 (00:00 hours CEST) and expire on 16 September 2019 (24:00 hours CEST) (the "Subscription Period").
The Shareholders receive one (1) subscription right for each existing share held by them. The subscription ratio for the Offer Shares is 26 : 1, i.e. 26 existing shares entitle the holder to subscribe for one (1) New Share. To ensure a smooth subscription ratio, ODDO BHF AG has waived 22 subscription rights which were assigned to it. The Bondholders will receive one (1) subscription right for each share to be subscribed by them upon conversion. If the convertible bond were fully converted, a total of 2,248,648 shares would be issued. With a conversion price per share of EUR 18.50, the Bondholders are entitled to a total of 2,248,648.65 subscription rights, i.e. 5,405.4054 subscription rights per Bond.
The maximum possible gross issue proceeds from the Capital Increase amount to approximately EUR 14.99 million. The net issue proceeds from the Capital Increase shall be used to strengthen the equity base and to finance further acquisitions and acquisition opportunities in order to continue the successful growth course in the future.
ODDO BHF AG reserves the right to forfeit or exercise (including any Additional Subscription Right (as defined below)) all assigned subscription rights to the Private Placement Shares and to offer the Private Placement Shares together with Offer Shares in respect of which the subscription right has not been exercised to selected qualified investors in the Federal Republic of Germany and other selected countries (with the exception of the United States of America, Canada, Japan and Australia) in an international private placement in accordance with Regulation S for the transfer of shares to the U.S. Securities Act of 1933, as amended ("Securities Act"), at a price equal to the Subscription Price (the "Private Placement"). The Private Placement Shares are not subject to the Subscription Offer.
In addition to their subscription right, the Offer Addressees will be granted an additional subscription right for each Offer Share for which the Offer Addressees have not exercised any subscription right during the Subscription Period (the "Additional Subscription Right"). In addition, ODDO BHF AG will be granted an Additional Subscription Right for those Offer Shares for which the Offer Addressees have neither exercised their subscription right nor an Additional Subscription Right during the Subscription Period.
In addition, Obotritia Capital KGaA as a shareholder has undertaken to ODDO BHF AG to acquire all New Shares at the Subscription Price which (i) were not sold in the course of the Private Placement and (ii) were not subscribed by the Offer Addressees in the course of the Subscription Offer.
The final volume of the Capital Increase will be determined and published after expiry of the Subscription Period, presumably on 17 September 2019.
Neither the Company nor ODDO BHF AG will organise any trading in subscription rights as a subscription agent and there are no plans to do so. A price determination for the subscription rights on a stock exchange has also not been applied for.
The admission of the New Shares to trading on the regulated market of the Frankfurt Stock Exchange with simultaneous admission to the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange as well as on the regulated market of the Berlin Stock Exchange shall also take place without publication of a securities prospectus in accordance with Article 1 para. 5 lit. (a) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017.
The New Shares shall be admitted to trading on the stock exchange immediately after the Capital Increase has been registered with the commercial register expected to take place on 18 September 2019. The inclusion of the New Shares in the listing of the Company on the regulated market of the Frankfurt Stock Exchange and on the regulated market of the Berlin Stock Exchange is expected to take place on 19 September 2019.
The transaction will be accompanied by ODDO BHF AG.
This announcement constitutes neither an offer nor a solicitation to purchase or subscribe for securities of the Company in the United States, Germany or any other jurisdiction. The offer is made exclusively through and on the basis of the Subscription Offer to be published by the Company.
This announcement does not constitute a prospectus. The Subscription Offer will be made in the form of a public offer in Germany that is not subject to a prospectus pursuant to Section 3 No. 1 WpPG. Therefore, the Company will not prepare and publish a prospectus with respect to the New Shares and the relevant Subscription Offer. Such a prospectus is therefore not available as a basis of information for the subscription or acquisition of New Shares. The Company expressly warns the Offer Addressees to this fact. The Offer Addressees are recommended to obtain comprehensive information before exercising subscription rights and, for example, to carefully read the Company's publications available on the Company's website (www.deutsche-industrie-reit.de/investor-relations/), in particular the annual and semi-annual financial reports, the quarterly reports, in particular on the third quarter of the 2018/2019 financial year, and the Company's ad hoc announcements. Interested investors should make their investment decision regarding the New Shares exclusively on the basis of the information in the Subscription Offer and the information published by the Company on its website. The information contained in this announcement is for background information purposes only and does not claim to be exhaustive. The information in this announcement or its correctness or completeness is not to be regarded as reliable for any purpose. The information contained in this communication is subject to change.
This announcement is not intended for distribution, directly or indirectly, in or into the United States of America or within the United States of America (including its territories and possessions, any state or District of Columbia) and may not be distributed to U.S. persons (as such term is defined in Regulation S under the Securities Act) or publications with a general circulation in the United States of America. This announcement does not constitute or form part of any offer to sell or the solicitation of an offer to purchase any securities in the United States of America. The New Shares are not and will not be registered under the Securities Act and may not be offered or sold in the United States of America absent registration under the Securities Act as amended or an exemption from registration. The Company does not intend to conduct a public offering of New Shares in the United States.
Subject to certain exceptions under applicable securities laws, the New Shares referred to in this announcement may not be offered or sold in Canada, Australia or Japan, or to or for the account of persons resident in Canada, Australia or Japan. No action has been taken to offer, acquire or distribute the New Shares in any jurisdiction where this is not permitted. Anyone in whose possession this publication comes must inform themselves about and observe any restrictions.
This release contains forward-looking statements. These statements are based on the current views, expectations and assumptions of the Company's management and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied. Actual results, results or events could differ materially from those described herein due to factors affecting the Company, including, but not limited to, changes in the general economic environment or competitive situation, capital market risks, foreign exchange rate fluctuations and competition from other companies, and changes in foreign or domestic laws or regulations, including, but not limited to, the tax environment. The Company assumes no obligation to update any forward-looking statements.
The accompanying bank or its directors, officers, employees, advisors or agents assume no responsibility, liability or guarantee for, and make no express or implied representation as to, the truth, accuracy or completeness of the information in this release (or the absence of any information in this release) or, with limited exceptions, any other information about the Company, its subsidiaries or affiliates, whether in written, oral or visual or electronic form, regardless of the form of transmission or provision, or for any loss arising in any way from the use of this communication or its contents or otherwise in connection therewith.
02-Sep-2019 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
|Company:||Deutsche Industrie REIT-AG|
|Phone:||+49 331 740076 5 - 0|
|Fax:||+49 331 / 740 076 520|
|Listed:||Regulated Market in Berlin, Frankfurt (Prime Standard)|
|EQS News ID:||866717|
|End of Announcement||DGAP News Service|
866717 02-Sep-2019 CET/CEST