DGAP-Ad-hoc: SNP Schneider-Neureither & Partner SE / Key word(s): Corporate Action/Capital Increase
Publication of insider information in accordance with Article 17 of Regulation (EU) No. 596/2014
Planned corporate action, capital increase and investment obligation
NOT FOR DISTRIBUTION, PUBLICATION OR RELEASE, INDIRECTLY OR DIRECTLY, IN THE USA, CANADA, AUSTRALIA OR JAPAN OR OTHER COUNTRIES IN WHICH SUCH A PUBLICATION MAY BE ILLEGAL.
SNP SE: Board of Directors Approves a Capital Increase from Authorized Capital with Subscription Rights for Shareholders
Heidelberg, November 21, 2018 - The Board of Directors of SNP Schneider-Neureither & Partner SE (WKN: 720370, ISIN: DE0007203705) ("SNP SE") today resolved a capital increase from authorized capital by up to EUR 1,127,984.00 with subscription rights for existing shareholders. As a result, the company's share capital will increase from EUR 5,474,463.00 against cash contributions by up to EUR 1,127,984.00 to a total of up to EUR 6,602,447.00 through the issuance of up to 1,127,984 newly issued ordinary bearer shares with no par value (the "new shares")- each such share with a notional value of EUR 1.00 per share in the share capital. The new shares are vested with full dividend rights from January 1, 2018 and carry the same rights as the existing shares.
1,094,892 of the new shares will be offered to the existing shareholders through an indirect subscription right with a ratio of 5:1 at a subscription price yet to be determined. In accordance with the subscription ratio of 5:1, one new share can be purchased for five existing shares of the company. The subscription rights of shareholders for a fractional amount of 33,092 new shares were excluded.
The capital increase is currently at the stage of the prospectus approval process.
The subscription period is expected to begin, subject to the approval of the corresponding securities prospectus by the German Federal Financial Supervisory Authority ("BaFin"), on Thursday, November 29, 2018, and is expected to end on Thursday, December 13, 2018, at noon (12:00 pm) CET (in each case, up to and including). The subscription price is expected to be determined on November 27, 2018.
The trading of the subscription rights (ISIN: DE000A2NBP07 / WKN: A2NBP0) for the new shares on the regulated market of the Frankfurt Stock Exchange, subject to the approval of the corresponding securities prospectus by BaFin, is scheduled for the period from Thursday, November 29, 2018, to Friday, December 7, 2018 (in each case, up to and including).
Following the expiration of the subscription period, it is envisaged that new shares that are not purchased through the subscription offer as well as fractional amounts will be offered to qualified investors through private placements in Germany, and other selected jurisdictions outside the USA in accordance with Regulation S of the U.S. Securities Act through a private placement.
The Chairman of the Board of Directors and Managing Director of SNP SE Dr. Andreas Schneider-Neureither acting through a company he controls, has entered into an investor agreement with SNP SE. In the agreement, the company controlled by Dr. Schneider-Neureither commits to purchase new shares as part of the private placement for a total amount of EUR 4,000,000, while SNP remains free to give other strategic investors priority when placing the new shares if so desired by SNP SE.
The majority of the net issue proceeds from the capital increase will be used to improve liquidity and, as a result, reduce the net debt of SNP SE, as well as to increase its financial flexibility. In addition, the proceeds will be used to finance the international expansion strategy and for further inorganic growth.
The public offer is subject to the approval of a securities prospectus. SNP SE will prepare a securities prospectus for the public offer that is expected to be approved by the German Federal Financial Supervisory Authority on Wednesday, November 28, 2018. The prospectus with detailed information about and risk factors regarding the subscription offer will be published immediately after approval on SNP SE's website under https://www.snpgroup.com/en/investor-relations. The subscription offer is expected to be published in the German Federal Gazette on Wednesday, November 28, 2018.
The shares of SNP SE are listed on the Prime Standard of the Frankfurt Stock Exchange (ISIN DE0007203705).
Further information is available at www.snpgroup.com
This publication represents neither an offer to sell nor an invitation to buy shares in SNP Schneider-Neureither & Partner SE. The offering is made exclusively through and on the basis of a securities prospectus to be published after it has been approved by the German Federal Financial Supervisory Authority (BaFin). Only the securities prospectus includes the information required for investors by legal regulations. The securities prospectus will be available free of charge at a time yet to be determined on the Internet at issuer's website, https://www.snpgroup.com/de/investor-relations, and during normal business hours directly from the issuer.
This document represents neither an offer to sell nor an invitation to submit an offer to buy shares in SNP in the United States (USA). The shares of SNP Schneider-Neureither & Partner SE (the "shares") have not been registered in accordance with the current version of the US Securities Act of 1933 (the "Securities Act") and may not be offered or sold in the United States unless they have been registered in accordance with the Securities Act or exempted from the obligation of registration. The shares are not being publicly offered for sale in the United States and will not be registered in the United States in accordance with the Securities Act.
Outside of Germany and Luxembourg, this publication is aimed only at and exclusively intended for those persons in EEA member countries who are "qualified investors" in the meaning of Article 2(1)(e) of the Prospectus Directive (the current version of Directive 2003/71/EG) ("qualified investors"). Moreover, in the United Kingdom this publication is being distributed only to those qualified investors, and is aimed only at those qualified investors, who (i) possess professional experience in the investment business in the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (ii) who are high net worth entities in the meaning of Article 49(2)(a) to (d) of the Order, or (iii) who correspond to other persons to whom the document may be legally distributed (all of these persons are collectively designated as "relevant persons"). Each investment or investment activity in connection with this publication is only available to, and will only be carried out with, (i) relevant persons in the United Kingdom and (ii) qualified investors in EEA member countries other than the United Kingdom. All other persons who receive this publication in other EEA member countries, with the exception of Germany and Luxembourg, should not refer to this publication or take it as a basis for action.
This document was distributed to you under the assumption that you are a person to whom this document may be legally given according to the laws of the jurisdiction in which you are located, that you may not give this document to any other person, and you agree to not copy or further distributed it or its contents. In particular, this document may not be forwarded or re-sent to persons located in the United States, Canada, Japan or Australia.
21-Nov-2018 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
|Company:||SNP Schneider-Neureither & Partner SE|
|Dossenheimer Landstraße 100|
|Phone:||+49 6221 6425 637|
|Fax:||+49 6221 6425 470|
|Listed:||Regulated Market in Berlin, Dusseldorf, Frankfurt (Prime Standard), Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange|
|End of Announcement||DGAP News Service|
749277 21-Nov-2018 CET/CEST