Disclosure of insider information pursuant to Article 17 MAR
SPORTTOTAL AG, ISIN: DE000A1EMG56 / WKN: A1EMG5
NOT FOR DISTRIBUTION, PUBLICATION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN THE USA, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER COUNTRY IN WHICH SUCH PUBLICATION MAY BE UNLAWFUL OR IN WHICH THE OFFERING OF SECURITIES IS SUBJECT TO REGULATORY RESTRICTIONS. THERE ARE OTHER RESTRICTIONS. SEE THE IMPORTANT NOTE AT THE END OF THIS PUBLICATION.
SPORTTOTAL AG resolves capital increase from authorized capital
Cologne, 7 July 2020 – The management board of SPORTTOTAL AG (ISIN DE000A1EMG56 / WKN A1EMG5) (“Company“) today resolved, with the consent of the supervisory board of the Company, to increase the Company’s share capital from EUR 28,747,448.00, divided into 28,747,448 ordinary bearer shares (“Existing Shares“), by up to EUR 6,324,439.00 to up to EUR 35,071,887.00 by issuing up to 6,324,439 new ordinary bearer shares with no par value, each with a notional value of EUR 1.00 of the share capital and with dividend rights from 1 January 2019 (“New Shares“), against cash contributions in partial utilization of the Authorized Capital 2019 (“Capital Increase“). For any fractional amounts resulting from the enabling of a practicable subscription ratio, the statutory subscription right of the shareholders of the Company (“Shareholders“) was excluded in accordance with § 4 para. 3 subpara. 2 bullet 1 of the Articles of Association of the Company.
The New Shares will be offered to the Shareholders by way of an indirect subscription right at a subscription ratio of 1:0.22 within a prospectus-free subscription offer, i.e. one Existing Share entitles the Shareholder to subscribe for 0.22 New Shares (“Subscription Offer“). The Subscription Offer is expected to be published in the German Federal Gazette on 8 July 2020. The Subscription Period is expected to begin on 8 July 2020 and end on 22 July 2020 (24:00 hours CEST). The record date for the allocation of subscription rights is expected to be 9 July 2020. The subscription price is EUR 1.10 per New Share. The maximum gross proceeds from the capital increase will therefore amount to EUR 6,956,883.00. There will be no organized trading in subscription rights.
The Company intends to admit those New Shares which cannot be excluded from the application for admission in accordance with Section 7 para. 1 sentence 2 of the German Stock Exchange Listing Regulation (Börsenzulassungs-Verordnung (BörsZulV)) without a prospectus for trading in the regulated market of the Frankfurt Stock Exchange (General Standard). If admission of these New Shares without a prospectus is not possible, the Company will submit the application for admission within the statutory period after publication of a securities prospectus. The Company cannot guarantee that the New Shares will be admitted to trading on the regulated market in a timely manner.
New Shares for which the subscription right was not exercised by the Shareholders within the subscription period or for which the free fractional amount is attributable will be offered to qualified investors in the European Economic Area and in certain other jurisdictions, excluding Canada, Australia, Japan and the United States of America in accordance with Regulation S of the U.S. Securities Act of 1933, as amended (“Securities Act“), at the subscription price.
The Company intends to use the net proceeds from the Capital Increase to finance its own camera production, the further expansion of the streaming platform sporttotal.tv and to finance the working capital of the group of companies, in particular to pre-finance race track projects.
This announcement constitutes neither an offer nor a solicitation to purchase or subscribe for securities of the Company in the United States, Germany or any other jurisdiction. The offer is made exclusively through and on the basis of the Subscription Offer to be published by the Company.
This announcement does not constitute a prospectus. The Subscription Offer will be made in the form of a public offer in Germany that is not subject to a prospectus pursuant to Section 3 No. 1 of the German Securities Prospectus Act (Wertpapierprospektgesetz (WpPG)). Therefore, the Company will not prepare and publish a prospectus with respect to the New Shares and the relevant Subscription Offer. Such a prospectus is therefore not available as a basis of information for the subscription or acquisition of New Shares. The Company expressly warns the Shareholders to this fact. The Shareholders are recommended to obtain comprehensive information before exercising subscription rights and, for example, to carefully read the Company’s publications available on the Company’s website (www.sporttotal.com/investor-relations/), in particular the annual and semi-annual financial reports, and the Company’s ad hoc announcements. Interested investors should make their investment decision regarding the New Shares exclusively on the basis of the information in the Subscription Offer and the information published by the Company on its website. The information contained in this announcement is for background information purposes only and does not claim to be exhaustive. The information in this announcement or its correctness or completeness is not to be regarded as reliable for any purpose. The information contained in this communication is subject to change.
This announcement is not intended 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, any state or District of Columbia) and may not be distributed to U.S. persons (as such term is defined in Regulation S under the Securities Act) or publications with a general circulation in the United States of America. This announcement does not constitute or form part of any offer to sell or the solicitation of an offer to purchase any securities in the United States of America. The New Shares are not and will not be registered under the Securities Act and may not be offered or sold in the United States of America absent registration under the Securities Act as amended or an exemption from registration. The Company does not intend to conduct a public offering of New Shares in the United States.
Subject to certain exceptions under applicable securities laws, the New Shares referred to in this announcement may not be offered or sold in Canada, Australia or Japan, or to or for the account of persons resident in Canada, Australia or Japan. No action has been taken to offer, acquire or distribute the New Shares in any jurisdiction where this is not permitted. Anyone in whose possession this publication comes must inform themselves about and observe any restrictions.
This release contains forward-looking statements. These statements are based on the current views, expectations and assumptions of the Company’s management and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied. Actual results, results or events could differ materially from those described herein due to factors affecting the Company, including, but not limited to, changes in the general economic environment or competitive situation, capital market risks, foreign exchange rate fluctuations and competition from other companies, and changes in foreign or domestic laws or regulations, including, but not limited to, the tax environment. The Company assumes no obligation to update any forward-looking statements.
The accompanying bank or its directors, officers, employees, advisors or agents assume no responsibility, liability or guarantee for, and make no express or implied representation as to, the truth, accuracy or completeness of the information in this release (or the absence of any information in this release) or, with limited exceptions, any other information about the Company, its subsidiaries or affiliates, whether in written, oral or visual or electronic form, regardless of the form of transmission or provision, or for any loss arising in any way from the use of this communication or its contents or otherwise in connection therewith.
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BSK Becker+Schreiner Kommunikation GmbH
Tobias M. Weitzel
phone: +49 (0) 177_7 21 57 60