Mynaric AG: Authorization of the implementation of a capital increase from authorized capital
NOT FOR RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE.
Gilching, Germany, 8 October 2020 - The management board of Mynaric AG, with the consent of the supervisory board, adopted resolutions authorizing an up to EUR 800,000.00 increase in the share capital from EUR 3,194,734.00 to up to EUR 3,994,734.00 through the partial utilization of authorized capital against cash, with subscription rights for existing shareholders, by issuing up to 800,000 ordinary bearer shares (Inhaberaktien) with no-par value (St?ckaktien), each such share representing a notional value of EUR 1.00 of the share capital (New Shares). The New Shares carry full dividend rights as of 1 January 2020. The shareholders' statutory subscription rights will be granted through a subscription of the New Shares by Hauck & Aufh?user Privatbankiers AG, Frankfurt am Main, (Hauck & Aufh?user) with the obligation to offer the New Shares to the shareholders at a subscription price and a subscription ratio which remain to be determined (Capital Increase). ?
The New Shares will initially be offered to qualified investors in Germany and other selected jurisdictions (excluding the United States of America) as part of a private placement which will commence immediately after the publication of this public disclosure (Pre-Placement). To the extent New Shares may be offered to qualified institutional buyers in the United States of America as well, such offers must exclusively be made in reliance on Rule 144A under the Securities Act of 1933. The offer price for the Pre-Placement and the identical subscription price for the Capital Increase will be determined through an accelerated bookbuilding process. The Pre-Placement offer period is expected to expire on or about 8 October 2020. The New Shares offered in the Pre-Placement are subject to clawback. Major shareholders have waived their subscription rights with respect to 29.7% of the share capital. As a result, it has been ensured that sufficient New Shares subject to subscription rights will be available for subscription by the shareholders of Mynaric AG participating in this subscription offer, except for those subscription rights which certain existing shareholders have waived and transferred to Hauck & Aufh?user Privatbankiers AG. The Pre-Placement and the Capital Increase are subject to, among other things, the publication of a securities prospectus, which is expected to be approved by the German federal financial services supervisory authority (Bundesanstalt f?r Finanzdienstleistungsaufsicht) on or about 9 October 2020. New Shares sold in the Pre-Placement that are not subject to claw-back are expected to be delivered on or about 15 October 2020. New Shares subscribed in the subscription offer, as well as New Shares subject to claw-back that were not subscribed in the subscription offer, are expected to be delivered on or about 2 November 2020. ?
Mynaric AG has agreed to a 90-day lock-up period having a market-standard scope. On or about 8 October 2020, the management board, with the supervisory board's consent, is expected to adopt separate resolutions determining the final number of the new shares, the subscription price and the subscription ratio. ?
Mynaric AG will use the net proceeds of the capital increase, in decreasing order of priority, as follows: around 20% for winning market share by leveraging existing products, around 20 % for the expansion of its market access in North America and around 60% to prepare large-volume operational product deployment to secure its market position permanently. ?
Hauck & Aufh?user is acting as Sole Global Coordinator and Sole Bookrunner in the capital increase.
Information and Explanation of the Issuer to this News:
Mynaric is a manufacturer of laser communication technologies used to establish dynamic communication networks in air and space. Its laser data transmission products include ground stations and flight terminals, which allow very large quantities of data to be sent wirelessly over long distances between aircraft, autonomous drones, high altitude platforms, satellites and the ground at high data rates.
Globally, the need for fast and ubiquitous network connectivity is advancing inexorably. Data networks are today largely based on infrastructure on the ground, which cannot be expanded arbitrarily for legal, economic or logistical reasons. The future therefore calls for an expansion of the existing network infrastructure into air and space. With its laser data transmission products Mynaric is positioned as a pioneer in this growth market. ?
For further information, please see www.mynaric.comContact firstname.lastname@example.org +?49 8105 7999-0 ?
This announcement does not contain or constitute an offer to sell nor a solicitation to buy or subscribe for securities.
This announcement is not a prospectus. Potential investors should not purchase or subscribe for any securities referred to in this announcement except on the basis of the information contained in the prospectus of the Company (including any supplements thereto) which has been approved by the German federal financial supervisory authority (Bundesanstalt f?r Finanzdienstleistungsaufsicht - BaFin) and immediately published thereafter. Copies of such prospectus are available free of charge from Mynaric AG, as well as, for viewing in electronic form, on the website of the Company.
This announcement is not an offer of securities for sale in the United States of America (the 'United States'). Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Any public offering of securities to be made in the United States would be made by means of a prospectus that could be obtained from the Company and that would contain detailed information about the Company and its management, as well as the financial statements of the Company. There will be no public offer of the securities in the United States.
In the United Kingdom, this information is directed at and/or for distribution only to (i) investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the 'Order'), or (ii) high net worth companies falling within article 49(2)(a) to (d) of the Order (all such persons are collectively referred to herein as 'relevant persons'). The securities 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. Any person who is not a relevant person should not act or rely on this information or any of its contents.
In member states of the European Economic Area ('EEA'), in which the Regulation (EU) 2017/1129 as amended (the 'Prospectus Regulation') is in effect other than Germany and the United Kingdom (the 'Relevant Member States'), this announcement, and any offer following it, is only addressed to persons who are 'qualified investors' within the meaning of Article 2(e) of the Prospectus Regulation ('Qualified Investors'). It is assumed that each person in the Relevant Member States who acquires or is offered securities as part of an offering (an 'Investor') has represented and agreed that such person is a Qualified Investor; that securities purchased by such person as part of the offering are not being purchased for any person in the EEA other than a Qualified Investor or persons in Germany, the United Kingdom or another Relevant Member State with comparable legal provisions, with respect to whom the Investor may make decisions at its own discretion; and that the securities would not be purchased for offer or re-sale in the EEA, if this would lead to Mynaric AG or any of its affiliates being required to publish a prospectus under Article 3 of the Prospectus Regulation.
Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan.
Some of the information in this announcement may contain projections or other forward-looking statements regarding future events or the future financial performance of the Company. You can identify forward looking statements by terms such as 'expect,' 'believe,' 'anticipate,' 'estimate,' 'intend,' 'will,' 'could,' 'may' or 'might,' or, in each case, the negative of such terms or other similar expressions. We wish to caution you that these statements are only predictions and that actual events or results may differ materially. We do not intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Many factors could cause the actual results to differ materially from those contained in our projections or forward-looking statements, including, among others, general economic conditions, our competitive environment, risks associated with our industry, as well as many other risks specifically related to the Company and its operations.
08-Oct-2020 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.deLanguage: English Company: Mynaric AG Dornierstr. 19 82205 Gilching
Germany Phone: +49 8105 7999 0 E-mail: email@example.com Internet: www.mynaric.com ISIN: DE000A0JCY11 WKN: A0JCY1 Indices: Scale 30 Listed: Regulated Unofficial Market in Berlin, Dusseldorf, Frankfurt (Scale), Hamburg, Munich, Stuttgart, Tradegate Exchange EQS News ID: 1139814 ? End of Announcement DGAP News Service