DGAP-Ad-hoc: The Social Chain AG / Key word(s): Capital Increase/Corporate Action
Publication of an insider information pursuant to Article 17 of Regulation (EU) No 596/2014
NOT FOR DISTRIBUTION, PUBLICATION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, "UNITED STATES") OR TO ANY U.S. PERSON (AS DEFINED BELOW), 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. PLEASE SEE THE IMPORTANT NOTE AT THE END OF THIS PUBLICATION.
The Social Chain AG resolves amount of newly issued shares and placement price for new shares
All New Shares were issued by way of a private placement at a price of EUR 46.40 ("Placement Price") per New Share to selected institutional investors. Key shareholders including Members of the Management and Supervisory Board participated in the transaction. The Company will therefore receive gross offering proceeds from the Capital Increase in an amount of EUR 53.1 million. The Company will use the net offering proceeds for the partial financing of the acquisition of the DS Holding GmbH.
Admission of the New Shares to trading at the Regulated Market segment of the Frankfurt Stock Exchange and the sub-segment of the Regulated Market with further post-admission obligations of the Frankfurt Stock Exchange (Prime Standard) is expected on or around 25 November 2021. First day of trading and delivery of the New Shares to the investors shall be on or around 29 November 2021.
In the United Kingdom, this announcement is directed only at (i) persons falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (ii) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, partnerships, etc.) or (iii) persons to whom it may otherwise lawfully be communicated in accordance with applicable securities laws (such persons together, the "Relevant Persons"). This publication must not be referred to or relied upon by persons other than Relevant Persons. Any investment or investment opportunity referred to in this publication is available only to Relevant Persons and will be entered into only with Relevant Persons.
In Member States of the European Economic Area and the United Kingdom, the offering of the securities described in this notice (the "Offering") is directed only at qualified investors as defined in Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (Prospectus Regulation).
No action has been taken that would permit an offer of the securities, their acquisition or the distribution of this publication to countries where this is not permitted. Any person receiving this publication must inform themselves about and observe any restrictions that may apply.
This publication does not constitute a recommendation regarding the Placing. Investors should consult a professional adviser as to the suitability of the Placing for the person concerned.
This release may contain certain forward-looking statements, estimates, beliefs and projections regarding the future business, results of operations and performance of The Social Chain AG (" Future-oriented Statements"). Future-oriented statements can be recognized by terms such as "believe", "estimate", "anticipate", "expect", "intend", "will", or "should" as well as their negation and similar variants or comparable terminology. Future-oriented statements include all matters that are not based on historical facts. Future-oriented statements are based on the current opinions, forecasts and assumptions of the Management Board of The Social Chain AG and involve considerable known and unknown risks and uncertainties, which is why the actual results, performance and events may deviate substantially from the results, performance and events expressed or implied in future-oriented statements. Future-oriented statements contained herein should not be construed as guarantees of future performance and results and are not necessarily reliable indicators of whether or not such results will be achieved. The future-oriented statements contained in this announcement are only valid on the date of this publication. The Company will not update any information, future-oriented statements or conclusions contained in this announcement in light of subsequent events and circumstances, nor will it reflect subsequent events or circumstances or correct inaccuracies that arise after the publication of this announcement as a result of new information, future developments or other circumstances, nor does it assume any obligation to do so. Neither the Company nor any other person assumes any responsibility whatsoever for the occurrence of the future-oriented statements or assumptions contained herein.
Information for distributors
Pursuant to the EU Product Surveillance Requirements, a product approval process in respect of the Shares has been carried out by each distributor which has determined that the Shares are (i) suitable for a retail target market consisting of retail investors and investors meeting the criteria for professional clients and eligible counterparties (each as defined in MiFID II (Directive 2014/65/EU)) and (ii) suitable for distribution through all distribution channels permitted under MiFID II, respectively. Each distributor subsequently offering the Shares is responsible for independently evaluating the target market for the Shares and determining appropriate distribution channels.
Jana Walker | Investor Relations
24-Nov-2021 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
|Company:||The Social Chain AG|
|Phone:||+49 (0)30 208484010|
|Listed:||Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf (Primärmarkt), Munich, Stuttgart, Tradegate Exchange|
|EQS News ID:||1251569|
|End of Announcement||DGAP News Service|
1251569 24-Nov-2021 CET/CEST