SFC Energy AG pursues capital increase from authorized capital
SFC Energy AG / Key word(s): Capital Increase
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SFC Energy AG - Publication of Insider Information pursuant to Article 17 of Regulation (EU) No. 596/2014 - ISIN DE0007568578
SFC Energy AG pursues capital increase from authorized capital
Brunnthal/Munich, 5 June 2019 - On 5 June 2019, the Management Board of SFC Energy AG (SFC) has, with the approval of the Supervisory Board of SFC, resolved to further pursue a potential capital increase through the issuance of new shares to be issued against cash contributions with subscription rights of existing shareholders and full dividend entitlements from 1 January 2019 from authorized capital in accordance with article 5 para. 6 of its articles of association.
As part of the capital increase transaction, three of SFC's largest shareholders (HPE PRO Institutional Fund B.V. (HPE), Havensight Capital Ltd. (Havensight) and Conduit Ventures IIA LP (Conduit Ventures)), which together have a shareholding of approx. 41.7% in the Company's SFC's share capital, agreed that they would waive their subscription rights and have subjected themselves, at customary conditions, to a lock-up of 180 days, consisting of (i) a so-called hard lock-up agreement for a period of 90 days, which shall not be waived by the Joint Global Coordinators; and (ii) a so-called soft lock-up agreement for a further period of 90 days which may be waived by the Joint Global Coordinators.
The new shares will be offered for sale in a private placement to qualified investors and will, to the extent not relating to waived subscription rights from the three large shareholders, be subject to a claw-back structure. The offer price per share for the private placement as well as the subscription price will be determined on the outcome of a pre-placement process by way of an accelerated bookbuilding. The offer price and the subscription price will be identical. The exact amount of shares to be placed as well as the offer and subscription price per share will not be determined before the outcome of the bookbuilding.
The private placement to qualified investors and the subscription period are expected to commence end of June 2019 following approval by the German Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) of a prospectus for the subscription offer and the listing of the new shares. The new shares will be admitted to trading on the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) with simultaneous admission to the sub-segment thereof with additional post-admission obligations (Prime Standard).
To accelerate its growth strategy and increase its strategic flexibility, SFC aims to increase its share capital and expects gross proceeds of approx. EUR 25 million. SFC intends to use the proceeds of the capital increase for (i) the acceleration of growth in the current core verticals (a new generation of fuel cells coupled with geographic expansion and expansion of business with existing clients); (ii) leveraging of the existing product platform to roll-out hydrogen fuel cell applications (recent acquisition of hydrogen fuel cell technology enables immediate roll-out of higher power products and opens up vast end markets); and (iii) realizing selective acquisitions and investments to expand technological / system capabilities and add new revenue models to the business (e.g. leasing).
ABN AMRO Bank N.V. and COMMERZBANK Aktiengesellschaft are acting as Joint Global Coordinators on the Offering, B. Metzler seel. Sohn & Co. KGaA is acting as selling agent.
Final decisions on the implementation of the capital increase have not yet been made. The implementation of the capital increase is subject to the pre-placement being completed successfully.
This announcement is not and does not constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities in the United States of America, Germany or any other jurisdiction. Securities may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). Any public offering of securities to be made in the United States of America would be made by means of a prospectus that could be obtained from the issuer and that would contain detailed information about the company and management, as well as financial statements. There will be no public offer of the securities in the United States of America.
Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan.
This publication of inside information is an advertisement and not a prospectus. Investors should not purchase or subscribe for any shares referred to in this publication of inside information except on the basis of information in the prospectus to be issued by the company in connection with the offering of such shares. Copies of the prospectus will, following approval of the German Financial Supervisory Authority (BaFin) and publication, be available free of charge from the issuer or on www.sfc.com.
This publication is directed at and/or for distribution in the United Kingdom only to (i) 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") or (ii) high net worth entities falling within article 49(2)(a) to (d) of the Order (all such persons are referred to herein as "relevant persons"). This publication is directed only at relevant persons. Any person who is not a relevant person should not act or rely on this publication or any of its contents. Any investment or investment activity to which this publication relates is available only to relevant persons and will be engaged in only with relevant persons.
This release may contain forward-looking statements, estimates, opinions and projections with respect to anticipated future performance of the Company ("forward-looking statements"). These forward-looking statements can be identified by the use of forward-looking terminology, including, but not limited to, the terms "expects," "plans," "anticipates," "expects," "intends," "may," "will" or "should" or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current views, expectations and assumptions of the management of SFC Energy AG and involve significant known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Forward-looking statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Any forward-looking statements only speak as at the date of this release. We undertake no obligation, and do not expect to publicly update, or publicly revise, any of the information, forward-looking statements or the conclusions contained herein or to reflect new events or circumstances or to correct any inaccuracies which may become apparent subsequent to the date hereof, whether as a result of new information, future events or otherwise. We accept no liability whatsoever in respect of the achievement of such forward-looking statements and assumptions.
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