Cologne, March 9, 2020. With the approval of the Supervisory Board, the Management Board of SPORTTOTAL AG (ISIN DE000A1EMG56 / WKN A1EMG5) (“Company”) has decided to raise the Company’s capital stock by EUR 2,613,404.00, from currently EUR 26,134,044.00 to EUR 28,747,448.00 (“10% Capital Increase”), through issuing 2,613,404 new no-par value bearer stock, each representing a pro rata amount in the capital stock of EUR 1.00, and with full dividend entitlement as from January 1, 2019 (“New Stock”), against capital contribution under partial utilization of the existing 2019 Authorized Capital pursuant to Article 4 (3) of the Company’s Articles of Incorporation.
The statutory subscription rights of the Company’s shareholders were excluded in accordance with Article 4 (3) sub-para. 2 (3) of the Company’s Articles of Incorporation in conjunction with Sections 203 (1) and (2), 186 (3) sentence 4 of the German Stock Corporation Act (AktG). Obotritia Capital KGaA is permitted to subscribe to all the New Stock. All the New Stock will be issued at the minimum issue price of EUR 1.00 and subscribed to by Obotritia Capital KGaA at an issue price of EUR 1.10.
The New Stock are to be admitted for trading on the regulated market of the Frankfurt Stock Exchange (General Standard), and included in the existing listed shares of the Company. The Company will receive gross issuing proceeds of EUR 2,874,744.40 from the 10% Capital Increase. The Company intends to use the anticipated net proceeds from the 10% Capital Increase in particular for developing analysis functionalities supported by artificial intelligence for moving-image material in the sports segment, as well as for the international expansion of the digital sports streaming platform sporttotal.tv.
This notification does not represent an offer or a solicitation to buy or subscribe to the Company’s securities in the USA, Germany or in other countries.
This notification is not for distribution, directly or indirectly, in or into the United States of America or within the United States of America (including its territories and possessions or any State of the United States of America or the District of Columbia) and must not be distributed to U.S. persons (as defined in Regulation S under the Securities Act) or publications with a general circulation in the United States of America. This notification does not constitute an offer to sell or to submit an offer to buy or subscribe to securities in the United States of America, nor is it part of such an offer or a solicitation. The New Stock have not been and will not be registered under the Securities Act and may only be offered or sold in the United States of America with prior registration in accordance with the provisions under the Securities Act in its current version, or without prior registration only by way of derogation. The Company does not intend to make a public offer of the New Stock in the United states of America.
Subject to certain derogations under the applicable securities law, the New Stock specified in this disclosure may not be sold or offered for sale in Canada, Australia or Japan, or on behalf of persons who are resident or living in Canada, Australia or Japan. No measures were taken for the offering, purchasing or sale of the New Stock in countries where this is not permitted. All those who come into possession of this disclosure must inform themselves about any restrictions and comply with them.
This notification comprises forward-looking statements. These statements are based on the current viewpoint, expectations and assumptions of the Company’s management and comprise known and unknown risks and uncertainties that may lead to the actual results, outputs and events diverging substantially from the explicit or implicit statements included therein. The actual results, outputs and events may diverge substantially from the factors described in this disclosure that affect the Company, including changes in the general economic environment or in the competitive situation, capital market risks, exchange rate fluctuations, and competition by other companies, as well as changes in foreign or domestic law, in particular pertaining to the fiscal environment. The Company undertakes no obligation to update the forward-looking statements.
The accompanying bank or its managers, senior executives, employees, consultants or agents do not undertake any responsibility or liability or guarantee for and make no explicit or implicit statements on the truthfulness, correctness or completeness of the information in this disclosure (or on missing information) or, with few exceptions, other information on the Company, its subsidiaries or associated companies, whether in written, oral or visual or electronic form, irrespective of the means of transmission or provision of information, or for losses that arise in any way from using this notification or its content or otherwise associated with it.
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BSK Becker+Schreiner Kommunikation GmbH
Tobias M. Weitzel
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