Ad hoc announcement
Munich, July 1, 2019 – The Management Board of NFON AG, Munich, today decided, with the approval of the Supervisory Board, to issue a warrant bond with a nominal value of EUR 5,000,000 ("Bond") to Active Ownership Fund SICAV-FIS SCS, Luxembourg, as part of a private placement. The bond bears interest of 6.00% p.a. for a term up to and including January 2, 2020. The bond will be issued together with a warrant issued by NFON AG. The warrant entitles the holder to subscribe for 964,015 bearer ordinary shares from the conditional capital of NFON AG with each share representing EUR 1.00 per share of the share capital. The exercise price per share is EUR 11.00. Shareholders' subscription rights were excluded.
In a strongly fragmented market for cloud telephony in Europe, NFON AG increases the short-term scope for M&A activities with this step. In a highly competitive market environment with financially strong investors and companies, the company believes that speed and flexibility are essential factors for the success of an acquisition.
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This communication is for information purposes only and does not constitute an offer to sell or the solicitation of an offer to buy or subscribe for any securities of the Company. The securities discussed herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act. There will be no public offering of the securities discussed in this release in the United States of America and the information contained in this release does not constitute an offer of securities for sale. This announcement is not for distribution, publication or transmission, directly or indirectly, to or within the United States of America, Australia, Canada, Japan or any other jurisdiction in which such distribution is unlawful, or to U.S. persons.