Section 1 of the WpHG [the German Securities Trading Act] with the objective of Europe-wide distribution
NFON AG / Key word(s): Capital Increase/Capital Increase
Ad hoc announcement
NOT FOR DISTRIBUTION, PUBLICATION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN OR INTO: THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN
NFON AG successfully completes accelerated placement process
Munich, March 26, 2021 - NFON AG ("NFON" or "the Company," ISIN: DE000A0N4N52, Frankfurt Stock Exchange) has placed 1,505,555 shares at a placement price of 17.50 EUR per share with institutional investors by way of an accelerated bookbuilding. The gross proceeds of the placement amount to 26,347,212.50 EUR. The shares were made available to Berenberg as transaction bank for the purpose of an efficient execution of the placement by an anchor shareholder by means of a securities loan. This will be repaid after registration of an increase of the share capital of the Company by 1,505,555 new shares, which represents approximately 10% of the current share capital, by a partial use of its authorized capital. Shareholders' subscription rights were excluded in the process. The net proceeds from the issuance of the new shares are to be invested in the further growth of the Company, in particular in the further development of the product portfolio through internal development projects or technology investments, the expansion of the pan-European partner network as well as in marketing activities.
As part of the transaction, the Company has agreed to a 3-month hard lock-up period and a 3-month soft lock-up period, subject to customary market exceptions.
Berenberg acted as the Sole Global Coordinator and Sole Bookrunner.
Investor Relations Contact
This release and the information contained herein are not for distribution in or into the United States of America (including its territories and possessions, the states of the United States of America and the District of Columbia) (the "United States"), Canada, Australia and Japan. This release does not constitute an offer or part of an offer to sell or a solicitation of an offer to buy any securities (the "Shares") of NFON AG (the "Company") in the United States. The Shares of the Company have not been 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 absent registration or an applicable exemption from the registration requirements of the Securities Act, or in a transaction not subject to the registration requirements of the Securities Act. Any sale of securities referred to in this release in the United States will be made only to "qualified institutional buyers" as defined in Rule 144A under the Securities Act.
This publication is directed only at persons who reside in or have a domicile in a member state of the European Economic Area (other than Germany) and who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (the "Prospectus Regulation"). In the United Kingdom this release is only directed at persons who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 who are also "investment professionals" within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (ii) high net worth companies, and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order or (iii) persons to whom this release may otherwise be lawfully communicated (all such persons together, the "Relevant Persons"). No person other than Qualified Investors or Relevant Persons may refer to or rely on this release. Any investment or investment opportunity referred to in this release is available only to Qualified Investors or Relevant Persons and will be engaged in only with Qualified Investors or Relevant Persons.
This release may contain certain forward-looking statements, estimates, beliefs and projections regarding the Company's future business, results of operations and earnings ("forward-looking statements"). Forward-looking statements can be identified by the use of terminology such as "believe," "estimate," "anticipate," "expect," "intend," "will," or "should," as well as their negation and similar variations or comparable terminology. Forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current opinions, forecasts and assumptions of the Company's management and involve significant known and unknown risks and uncertainties, and therefore actual results, performance or events may differ materially from those expressed or implied by the forward-looking statements. Forward-looking statements contained herein should not be taken as guarantees of future performance or results and are not necessarily reliable indicators of whether or not such results will be achieved. The forward-looking statements contained in this release are valid only as of the date of this release. We will not update the information, forward-looking statements or conclusions contained in this release to reflect subsequent events or circumstances, or to correct inaccuracies that may arise after the date of this release as a result of new information, future developments or otherwise, and do not undertake any obligation to do so. We assume no responsibility in any way for the occurrence of the forward-looking statements or assumptions contained herein.
|Machtlfinger Straße 7|
|Phone:||+49 89 453 00 0|
|Listed:||Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Munich, Stuttgart, Tradegate Exchange|
|EQS News ID:||1178758|
|End of Announcement||DGAP News Service|