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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 is seeking to raise gross proceeds of approximately EUR 25 million by way of a capital increase with a maximum price per new share of EUR 12.00

Brunnthal/Munich, 25 June 2019 - Today, the Management Board of SFC Energy AG (SFC) has, with the approval of the Supervisory Board of SFC, resolved by way of a framework resolution to seek to raise gross proceeds of approximately EUR 25 million with a planned capital increase with subscription rights of existing shareholders by partial use of authorized capital against cash contributions through the issuance of new ordinary bearer shares with no-par value (auf den Inhaber lautende Stückaktien) with a notional value of EUR 1.00 and carrying full dividend rights from 1 January 2019 (New Shares).

The New Shares will initially be offered for sale by way of a private placement to qualified investors in Germany and other selected jurisdictions (outside the United States of America) in offshore transactions (Pre-Placement) and are subject to claw-back. Three of SFC's largest shareholders (HPE PRO Institutional Fund B.V., Havensight Capital Ltd. and Conduit Ventures IIA LP, currently holding respectively 26.94%, 7.48% and 7.15%, of the SFC's registered share capital) have waived their subscription rights in this regard. Therefore it is ensured, that the New Shares to the extent not relating to waived subscription rights from the three large shareholders and assigned to the Joint Global Coordinators, ABN AMRO Bank N.V. and COMMERZBANK Aktiengesellschaft, are available for subscription by the shareholders of SFC. The offer price per New Share for the Pre-Placement as well as the identical subscription price will be determined on the outcome of the Pre-Placement by way of an accelerated bookbuilding. The Management Board has resolved that the maximum price per New Share will be EUR 12.00, i.e. no New Share will be sold for more than EUR 12.00. The offer period for the Pre-Placement is expected to run from 25 June 2019 to 26 June 2019.

The Management Board is expected to determine tomorrow, on 26 June 2019, following authorization by the Supervisory Board, and partially utilizing the authorized capital, the subscription price, the final number of new shares to be offered to shareholders of SFC as well as the subscription ratio.

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 publication 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 are not 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. There will be no public offer of the securities that are mentioned in this publication 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 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 are outside the United Kingdom; (ii) 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 (iii) 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 publication 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 publication. 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.