MAX Automation SE:
MAX Automation SE / Key word(s): Corporate Action/Capital Increase
AD HOC RELEASE (PURSUANT TO SECTION 17 MAR)
Dusseldorf, 28 March 2022 - The Supervisory Board (Verwaltungsrat) of MAX Automation SE (the "Company") today resolved a rights issue from authorized capital with subscription rights against cash contribution and a contribution in kind. A total of 11,783,766 new registered no-par value shares, each representing a notional share in the Company's share capital of EUR 1.00, shall be issued in partial utilization of the authorized capital of the Company, whereby two new shares may be acquired for every five existing shares. As a result, the share capital of the Company shall be increased from EUR 29,459,415.00 by EUR 11,783,766.00 (corresponding to approx. 40.00% of the current share capital) to EUR 41,243,181.00. The new shares will carry full dividend rights from 1 January 2021.
6,481,072 new shares will be offered by the Company and COMMERZBANK Aktiengesellschaft to the Company's shareholders (other than the Company's major shareholder Günther Holding SE and its subsidiaries ("Günther Holding")) against contribution in cash by way of indirect subscription rights (mittelbare Bezugsrechte) at a subscription price of EUR 4.24 per new share (the "Subscription Price").
Günther Holding will be granted direct subscription rights (unmittelbare Bezugsrechte). Günther Holding has unconditionally and irrevocably undertaken to fully exercise its subscription rights for its existing shares equalling around 45.00% of the Company's share capital and to contribute 610,963 shares in ZEAL Network SE ("ZEAL") as a contribution in kind, which corresponds to an approximate 2.73% interest in ZEAL. The number of shares in ZEAL so to be contributed by Günther Holding was determined based on the Subscription Price in relation to closing price of the ZEAL share on Xetra at market close on 25 March 2022, which amounted to EUR 36.80, rounded up to the nearest whole number of ZEAL shares. Accordingly, Günther Holding will contribute approximately 0.1152 ZEAL shares per new share in the Company (the "ZEAL Share Ratio").
Günther Holding has also unconditionally and irrevocably undertaken to take over all new shares as to which subscription rights will not have been exercised by the other shareholders against a contribution in kind in the form of further shares in ZEAL of at least equal value, calculated on the basis of the ZEAL Share Ratio. This may result, assuming that all new shares will be subscribed for by Günther Holding, in a maximum interest the Company will hold in ZEAL after effectuation of the contribution in kind of approximately 6.06%.
The subscription period is expected to begin on 30 March 2022 and to end on 12 April 2022 (each inclusive).
It is anticipated that the subscription rights for the New Shares (ISIN: DE000A3MQRX9 / WKN: A3MQRX) will be traded on the regulated market of the Frankfurt Stock Exchange at Xetra (only one subscription right or a multiple thereof) and Xetra Frankfurt Specialist (including fractional amounts of subscription rights) from 30 March 2022 up to and including 7 April 2022, 12:00 noon CEST. All shares already issued by the Company are expected to be listed "ex subscription right" on the regulated market of the Frankfurt Stock Exchange from 30 March 2022. The New Shares are expected to be included in the existing listing on the regulated market of the Frankfurt Stock Exchange and in the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange on 21 April 2022.
The execution of the capital increase is subject to a confirmation resolution of the Supervisory Board (Verwaltungsrat) of the Company, which is expected to be taken on or around 13 April 2022, based on an audit report regarding the contribution in kind (Sacheinlageprüfungsbericht).
The Company intends to strengthen its capital structure by increasing its equity ratio. In addition, from the Company's perspective, the investment in ZEAL acquired through the contribution in kind enriches its portfolio and represents a valuable contribution to the implementation of its new strategy as a financial and investment holding company with the aim of building up a diversified portfolio of companies in niche markets with strong cash flows and/or high growth rates.
This publication does not constitute an offer to sell nor a solicitation to buy any securities. Any offer is made exclusively by means of and on the basis of a securities prospectus to be approved by the Federal Financial Supervisory Authority (BaFin) and to be published on the Company's website (www.maxautomation.com).
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This communication is being distributed to and is only directed at: (a) persons who are outside the United Kingdom; or (b) persons who are "qualified investors" within the meaning of Article 2 of the Regulation (EU) 2017/1129 as it sets part of domestic law by virtue of the European Union (Withdrawal) Act 2018 who are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth companies, and other persons falling within Articles 49(2)(a) to (d) of the Order (all such persons in (a) and (b) above together being referred to as "relevant persons"). Any invitation, offer or agreement to subscribe for, purchase or otherwise acquire securities will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this communication or any of its contents.
In any member state of the European Economic Area or the United Kingdom, this communication is only addressed to and is only directed at qualified investors in such member state or the United Kingdom within the meaning of the Prospectus Regulation EU 2017/1129 (the "Prospectus Regulation") or the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation"), respectively, and no person that is not a qualified investor may act or rely on this communication or any of its contents.
This communication constitutes neither an offer to sell nor a solicitation to buy securities. The public offer in Germany will be made solely by means of, and on the basis of, a securities prospectus which is to be published. An investment decision regarding the publicly offered securities of MAX Automation SE should only be made on the basis of the securities prospectus approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht; BaFin), which approval should not be understood as an endorsement of the securities offered. The securities prospectus will be published prior to the commencement of the public offer and will be available free of charge on MAX Automation SE's website (www.maxautomation.com).
28-March-2022 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
|Company:||MAX Automation SE|
|Breite Straße 29-31|
|Phone:||+49 (0)211 90991-0|
|Fax:||+49 (0)211 90991-11|
|Listed:||Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Munich, Stuttgart, Tradegate Exchange|
|EQS News ID:||1309737|
|End of Announcement||DGAP News Service|