02 Dec 2020
EXASOL AG / Key word(s): Capital Increase
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
EXASOL LAUNCHES CASH CAPITAL INCREASE TARGETING GROSS PROCEEDS OF APPROXIMATELY EUR 40 MILLION
Nuremberg, Germany, 2 December 2020 - The Management Board of Exasol AG ("Exasol" or the "Company", ISIN DE000A0LR9G9, Frankfurt Stock Exchange, Ticker symbol EXL, www.exasol.com) resolved today with the approval of the Supervisory Board to increase the Company's share capital. By way of a partial exercise of authorized capital under exclusion of shareholders' subscription rights, the share capital is to be increased by issuing new ordinary registered shares with no-par value (Stückaktien), each with a notional value of EUR 1.00 (the "New Shares"), corresponding to approximately 10 per cent of the current share capital, against cash contributions. The targeted gross proceeds amount to approximately EUR 40 million (the "Capital Increase").
The New Shares will be offered for purchase exclusively to institutional and qualified investors in a private placement by way of an accelerated bookbuilding to be launched immediately following this announcement. With the approval of the Supervisory Board, the Management Board will determine and thereafter announce the number of New Shares and the placement price, together with the final gross proceeds, following the conclusion of the accelerated bookbuilding process, which is expected to occur on 2 December 2020.
The New Shares will carry the same rights as the existing shares (including dividend rights for the fiscal year 2020) and are to be included in trading on the European SME Growth Market "Scale" of the Frankfurt Stock Exchange without a prospectus. The inclusion in trading and delivery of the new shares is expected to take place on or around 8 December 2020.
In connection with the Capital Increase, the Company has agreed to a lock-up period of 6 months with customary exceptions.
The Company intends to use the net proceeds from the Capital Increase to visibly strengthen the balance sheet to underline its robust growth strategy and to accelerate international growth through key hires.
Hauck & Aufhäuser is acting as Sole Global Coordinator and Sole Bookrunner in the Capital Increase.
Exasol Investor Relations contact
Jochen Reichert, +49 911 23991 454
Stefanie Winkler, +49 911 23991 298
This announcement does not contain or constitute or form part of, and should not be construed as, an offer or invitation to sell, or the solicitation of an offer to buy or subscribe for, any securities of Exasol AG. In connection with the Capital Increase there has not been, nor will there be, any public offering of the New Shares.
The distribution of this announcement and the offer and sale of the securities referred to herein may be restricted by law in certain jurisdictions, and persons reading this announcement should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement and the information contained herein are not for distribution in or into the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia) (the "United States"), Australia, Canada or Japan. This announcement does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, any securities of Exasol AG in the United States. The New Shares 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 within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Exasol AG does not intend to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to qualified institutional buyers as defined in Rule 144A under the Securities Act.
In the United Kingdom, this announcement is directed at and/or for distribution only to (i) investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) high net worth companies falling within article 49(2)(a) to (d) of the Order (all such persons are collectively referred to herein as "relevant persons"). The New Shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.
In member states of the European Economic Area ("EEA") in which the Regulation (EU) 2017/1129, as amended (the "Prospectus Regulation"), is in effect, other than Germany and the United Kingdom (the "Relevant Member States"), this announcement, and any offer following it, is only addressed to persons who are qualified investors within the meaning of Article 2(e) of the Prospectus Regulation ("Qualified Investors"). It is assumed that each person in the Relevant Member States who acquires or is offered New Shares as part of an offering (an "Investor") has represented and agreed that such person is a Qualified Investor; that New Shares purchased by such person as part of the offering are not being purchased for any person in the EEA other than a Qualified Investor or persons in Germany, the United Kingdom or another Relevant Member State with comparable legal provisions, with respect to whom the Investor may make decisions at its own discretion; and that the New Shares would not be purchased for offer or re-sale in the EEA, if this would lead to Exasol AG or any of its affiliates being required to publish a prospectus under Article 3 of the Prospectus Regulation.
02-Dec-2020 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
1152071 02-Dec-2020 CET/CEST