SFC Energy AG resolves capital increase with subscription rights against cash contributions in the amount of EUR 27 million

SFC Energy AG / Key word(s): Capital Increase
SFC Energy AG resolves capital increase with subscription rights against cash contributions in the amount of EUR 27 million

26-Jun-2019 / 20:54 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.


SFC Energy AG - Publication of Insider Information pursuant to Article 17 of Regulation (EU) No. 596/2014 - ISIN DE0007568578

SFC Energy AG resolves capital increase with subscription rights against cash contributions in the amount of EUR 27 million

Brunnthal/Munich, 26 June 2019 - Today, the Management Board of SFC Energy AG (SFC) has, with the approval of the Supervisory Board of SFC, resolved to increase its share capital from EUR 10,249,612.00 by EUR 2,700,000.00 to EUR 12,949,612.00 by partial use of its authorized capital against cash contributions with subscription rights of existing shareholders through the issuance of 2,700,000 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). Concurrently, the Management Board has, with the approval of the Supervisory Board of SFC, resolved by way of a determination resolution the subscription price of EUR 10.00 per New Share and the subscription ratio on the basis of the results of the bookbuilding procedure in a private placement for qualified investors.

SFC expects gross proceeds from the capital increase in the amount of EUR 27 million.

The joint global coordinators, ABN AMRO Bank N.V. and COMMERZBANK Aktiengesellschaft, (Joint Global Coordinators) have agreed, pursuant to a share underwriting agreement with the SFC, dated 25 June 2019, that COMMERZBANK subscribes the New Shares and that the Joint Global Coordinators underwrite the New Shares and offer them to SFC's existing shareholders with a subscription ratio of 4:1. Therefore, the shareholders can acquire one New Share for every four SFC shares they hold. For a fractional amount of 137,597 New Shares, the subscription rights were excluded. 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 SFC's registered share capital) have waived their subscription rights with respect to their entire holdings and to not participate in the subscription offer.

The subscription period is expected to run from, inclusive, 1 July 2019 until, inclusive, 15 July 2019. Subscription rights that are not exercised in a timely manner will lapse and be of no value.

The subscription rights (ISIN DE000A2YNT89 /WKN A2YNT8) with respect to the New Shares are expected to be traded on the regulated market (Xetra and Xetra Frankfurt Specialist) of the Frankfurt Stock Exchange from 1 July 2019 through 11 July 2019. As of 1 July 2019, the existing shares of SFC (ISIN DE0007568578/WKN 756857) are expected to be quoted "ex subscription rights" on the regulated market (Prime Standard) of the Frankfurt Stock Exchange. The New Shares subscribed for, and New Shares placed under the private placement to qualified investors subject to claw-back not subscribed for, in connection with the subscription offer are expected to be delivered on 17 July 2019.

In the private placement, the Joint Global Coordinators ensured by providing for claw-back rights in the allocation 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, AMRO Bank N.V. and COMMERZBANK Aktiengesellschaft, are available for subscription by the shareholders of SFC.

The consummation of the capital increase is expected to be registered in the commercial register of the local court (Amtsgericht) of Munich, Germany, and the New Shares are expected to be issued on 2 July 2019.

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 issued by the company in connection with the offering of such shares. Copies of the prospectus are 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 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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