EQS-Adhoc: Hypoport SE: Hypoport SE resolves on cash capital increase by way of an accelerated bookbuilding
Disclosure of inside information pursuant to Article 17 of Regulation (EU) No.?596/2014
NOT FOR DISTRIBUTION, PUBLICATION OR TRANSMISSION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR ANY OTHER COUNTRY WHERE SUCH DISTRIBUTION OR PUBLICATION MIGHT BE UNLAWFUL. FURTHER RESTRICTIONS APPLY. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
Hypoport SE resolves on cash capital increase by way of an accelerated bookbuilding
Berlin, 19 January 2023 ? Today, the management board of Hypoport SE ("Company"; ISIN DE0005493365; WKN 549336; trading symbol HYQ), with the consent of the Company?s supervisory board, resolved to increase the Company?s registered share capital against cash contributions by issuing new ordinary registered shares with no par-value in the Company ("New Shares"), partially utilizing the authorised capital and excluding shareholders? pre-emption rights. Through this capital increase, the Company targets gross proceeds of approximately EUR 50 million.
The New Shares will carry full dividend rights as from 1?January 2022.
The New Shares will be offered exclusively to qualified investors in a private placement by way of an accelerated bookbuilding process. The private placement will be initiated immediately after publication of this announcement and may be terminated at short notice. The final number of New Shares and the placement price will be determined by the Management Board, with the consent of the Supervisory Board, after completion of the private placement and subsequently announced. The placement price per New Share will be determined by way of the accelerated bookbuilding. After the private placement, the Company and Ronald Slabke as major shareholder will be subject to a lock-up obligation of 180 days. The Company undertakes, among other things, not to issue any further shares or any financial instruments that can be converted into shares and not to carry out any further capital increase without the consent of the bank assisting in the transaction. Ronald Slabke undertakes not to sell any shares in the Company during the lock-up period. In each case, the lock-up obligations include market standard exemptions.
The net proceeds from the capital increase shall be used to realise growth opportunities in the current phase of upheaval in a mortgage finance market.
Admission of the New Shares to trading on the Regulated Market of the Frankfurt Stock Exchange (Prime Standard) without a prospectus is expected to take place on 25 January 2023. The first day of trading of the New Shares and the delivery of the New Shares to investors is expected to take place on or around 27 January 2023.
Berenberg is acting as sole global coordinator and sole bookrunner in the private placement.
Jan H. Pahl
Head of Investor Relations // IRO
Tel: +49 (0)30 42086 1942
Mobile: +49 (0)176 9651 2519
This announcement and the information contained herein are not for distribution or publication in or into the United States of America (including its territories and possessions, the states of the United States of America and the District of Columbia) ("United States"), Canada, Australia, Japan and other countries where such distribution or publication may be unlawful. The distribution of this announcement may be subject to legal restrictions in some jurisdictions, and anyone in possession of this announcement or the information referred to herein should inform themselves about and observe any such restrictions. Failure to comply with such restrictions may constitute a violation of capital markets laws of such countries.
This announcement does not constitute an offer or part of an offer to sell or a solicitation of an offer to buy shares ("Shares") in Hypoport SE ("Company") in the United States, Germany or any other jurisdiction. The Company's 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 in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act, or in a transaction not subject to the registration requirements of the Securities Act.
The offering referred to in this announcement is directed only at persons who are resident or located in a member state of the European Economic Area and who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 ("Prospectus Regulation") ("Qualified Investors"). In the United Kingdom, the placement referred to in this announcement is directed only at (i) persons who fall within Article?2(e) of the Prospectus Regulation as that regulation is constituted under national law by virtue of the European Union (Withdrawal) Act 2018 and also Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (ii) persons who fall within Article 49(2) (a) to (d) of the Order (high net worth companies, partnerships, etc.) or (iii) persons to whom Article 49(2) (a) to (d) of the Order applies. ) or (iii) persons to whom it may otherwise lawfully be made available under the applicable securities laws (such persons together, "Relevant Persons"). No person other than Qualified Investors or Relevant Persons may refer to or rely on this announcement. Any investment or investment opportunity referred to in this announcement is available only to Qualified Investors or Relevant Persons and will be engaged in only with Qualified Investors or Relevant Persons.
This announcement does not constitute a recommendation regarding the placement. Investors should consult a professional adviser as to the suitability of the placement for the Relevant Person.
This announcement may contain certain forward-looking statements, estimates, beliefs and projections regarding the Company's future business, results of operations and financial condition ("forward-looking statements"). Forward-looking statements can be identified by terms such as "believe", "estimate", "anticipate", "expect", "intend", "will", or "should", as well as their negation and similar variations or comparable terminology. Forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current opinions, forecasts and assumptions of the Company's management and involve significant known and unknown risks and uncertainties, and therefore actual results, performance or events may differ materially from those expressed or implied by the forward-looking statements. Forward-looking statements contained herein should not be taken as guarantees of future performance or results and are not necessarily reliable indicators of whether or not such results will be achieved. The forward-looking statements contained in this release speak only as of the date of this release. The Company will not update any information, forward-looking statements or conclusions contained in this release to reflect subsequent events or circumstances, or to correct inaccuracies that may arise after the release of this release as a result of new information, future developments or otherwise, and does not undertake any obligation to do so. The Company assumes no responsibility whatsoever for the occurrence of any forward-looking statements or assumptions contained herein.?
19-Jan-2023 CET/CEST The EQS Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.Archive at www.eqs-news.comLanguage: English Company: Hypoport SE Heidestra?e 8 10557 Berlin
Germany Phone: +4930420861942 Fax: +49/30 42086-1999 E-mail: email@example.com Internet: www.hypoport.de ISIN: DE0005493365 WKN: 549336 Indices: SDAX Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange EQS News ID: 1539557 ? End of Announcement EQS News Service