CompuGroup Medical SE & Co. KGaA resolves placement of treasury shares and cash capital increase from authorised capital
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO: UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN
Today the General Partner of CompuGroup Medical SE & Co. KGaA (the Company) resolved, with the approval of the Supervisory Board and the Joint Committee of the Company, to increase the share capital of the Company (ISIN: DE000A288904) by up to 515,226 new shares (approx. 0.97% of current share capital) and to sell up to 4,806,709 treasury shares of the Company (approx. 9.03% of current share capital). The subscription right of the shareholders is excluded pursuant to Section 186 (3) Sentence 4 in conjunction with Section 278 (3) of the German Stock Corporation Act.
The capital increase will be carried out against contribution in cash and by partial utilisation of the authorised capital provided for under Section 4 (3) of the Company's articles of association. The share capital of the Company shall be increased from EUR 53,219,350 to up to 53,734,576 EUR by issuance of up to 515,226 new registered non-par value shares. The new shares carry the same rights as the existing shares and are entitled to dividends for the fiscal year 2020. Following their issuance they will be included in the existing listing of the regulated market as well as simultaneously in the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) on the Frankfurt Stock Exchange. The sale of treasury shares will also be carried out against cash consideration.
Therefore, in the course of the capital measure, a total of up to 5,321,935 shares will be offered in an international private placement exclusively to qualified investors by way of an accelerated bookbuilding process ("Accelerated Bookbuilding"), which will commence directly after the publication of this release. The order book will presumably close on 23 June 2020 before the opening of trading, although the Company reserves the right to close the order book at any earlier time. The placement price and the exact number of shares placed will be determined following completion of the placement process. In order to ensure a timely delivery to the investors participating in the offer, GT1 Vermögensverwaltung GmbH, the investment company of the major shareholder Mr Frank Gotthardt, makes available to the placing credit institutions by way of a share loan free of charge and until the registration of the capital increase with the commercial register a number of shares corresponding to the capital increase for the purpose of the placement.
The Company has agreed to a lock-up of 90 days, subject to market standard exemptions.
The expected net proceeds from the capital measure serve to strengthen the equity base of CompuGroup Medical-Group and provide it with financial flexibility for the implementation of its strategy to further organically and, if opportunities arise, dynamically grow through mergers and acquisitions.
Claudia Thomé Head of Investor Relations CompuGroup Medical SE & Co. KGaA Email: firstname.lastname@example.org Tel +49 261 8000 7030 Tel +49 261 8000 6200
This announcement and the information contained herein are not intended for, and should not be made available to, any person in the United States of America (the "United States"), Australia, Canada or Japan or any other jurisdiction in which such publication, disclosure or distribution would be unlawful.
This announcement does not constitute an offer, or part of an offer, or a solicitation to purchase securities in the United States, Australia, Canada, Japan, or any other jurisdiction, whether or not such offer or solicitation to make an offer would be unlawful. This document is not an offer of securities for sale in the United States. The shares of CompuGroup Medical SE & Co. KGaA (the "Shares") have not been registered 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 in the United States unless registered under the Securities Act or pursuant to an exemption from such registration. A public offering and/or a registration under the Securities Act are not intended.
This document is only being distributed to and is only directed at persons who (i) are outside the United Kingdom or (ii) are investment professionals falling within Article 19(5) or persons falling within Article 49(2)(a) to (d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (all such persons together being referred to as "Relevant Persons"). The 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. This announcement is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons.
This release may contain "forward-looking statements" or statements that are considered to be forward-looking. Such forward-looking statements may be identified by the use of corresponding words such as "believe", "assume", "plan", "forecast", "expect", "intend", "may", "could", "will" or "should" or their respective negations or other variations or similar words. The same applies to statements regarding strategies, plans, objectives, future events or intentions. Forward-looking statements may differ significantly from future results and often in fact differ. All forward-looking statements reflect CompuGroup Medical SE & Co. KGaA's current view of future events and are subject to risks relating to future events and other risks, uncertainties and assumptions regarding CompuGroup Medical SE & Co. KGaA's business, financial position, results of operations, liquidity, prospects, growth or strategy. Forward-looking statements should always be considered from the perspective of the date on which they are made. CompuGroup Medical SE & Co. KGaA as well as the placing credit institutions and their respective affiliated companies expressly disclaim any obligation to update, review or adjust any forward-looking statements contained in this release as a result of new information, future developments or other reasons.
22-Jun-2020 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.deLanguage: English Company: CompuGroup Medical SE & Co. KGaA Maria Trost 21 56070 Koblenz
Germany Phone: +49 (0)261 8000 6200 Fax: +49 (0)261 8000 3200 E-mail: email@example.com Internet: www.cgm.com ISIN: DE000A288904 WKN: A28890 Indices: MDAX, TecDAX Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Munich, Stuttgart, Tradegate Exchange EQS News ID: 1075529 End of Announcement DGAP News Service
1075529 22-Jun-2020 CET/CEST