Frankfurt on the Main – April 8, 2020 – The Management Board of the Northern Data AG, (ISIN DE000A0SMU87, WKN A0SMU8, ticker NB2) today resolved, with the approval of the Supervisory Board, to increase the Company’s issued share capital from EUR 11,162,250.00 to up to EUR 11,720,362.00 by issuing up to 558,112 new no-par value ordinary bearer shares, which corresponds to 5% of the current share capital, against cash contributions partially utilizing the existing authorized capital and excluding the existing shareholders’ subscription rights. The board resolution allows for an upsizing option of additional new shares.
The new shares will be offered exclusively to institutional investors in Germany and abroad within the framework of a private placement using an accelerated bookbuilding process, which will commence immediately after publication of this announcement and may end at short notice at any time.
The net proceeds from the capital increase shall be used to strengthen the balance sheet, increase the liquidity and free float of the shares, accelerate the growth of existing business activities and general corporate purposes.
The Company has agreed to a lock-up of six months subject to customary exceptions. The first trading day for the new shares and settlement of the new shares against payment of the placement price are expected to take place on or around April 16, 2020.
The new shares will be included without a prospectus in the existing listing on the Open Market of the Munich Stock Exchange (m:access). Hauck & Aufhäuser Investment Banking will be acting as Sole Bookrunner in the transaction.
This release is for information only and does not constitute an offer to purchase, sell, exchange or transfer any securities or a solicitation to submit an offer to purchase securities of NORTHERN DATA AG in the United States or any other jurisdiction. The securities of NORTHERN DATA AG referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and may only be sold or offered in the United States pursuant to an exemption from registration under the Securities Act. In the United States, the securities will be offered and sold exclusively to qualified institutional buyers as defined in Rule 144A of the Securities Act. Neither NORTHERN DATA AG nor any other participant in the transaction described herein intends to register any securities under the Securities Act or with any securities regulatory authority of any state or other jurisdiction in the United States in connection with the proposals described in this announcement. The securities may not be offered in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering documents relating to the securities in such jurisdiction.
In the United Kingdom, this release is only directed at persons who (i) are 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) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as “Relevant Persons”). The securities referred to in this release may only be purchased by Relevant Persons and any solicitation to subscribe, purchase or otherwise obtain such securities, and any offer or agreement related to the foregoing may only be made or entered into with Relevant Persons. Any person who is not a Relevant Person must not take any action as a result of, or rely on the content of, this release.
The securities mentioned in this release may neither be sold nor offered to, or for the account of, persons located or residing in Australia, Canada or Japan.
No action has been taken by NORTHERN DATA AG or any of their respective affiliates that would permit a public offering of the securities or possession or distribution of this announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required. In member states of the European Economic Area (“EEA”) this announcement is only addressed to and directed at persons who are ‘qualified investors’ within the meaning of Article 2(e) of the Regulation (EU) 2017/1129 of the European Parliament and of the Council (as mended, the “Prospectus Regulation”). Any person in the Relevant Member States who acquires the securities in any offer or to whom any offer of the securities is made (an “Investor”) will be deemed to have represented and agreed that it is a Qualified Investor. Any Investor will also be deemed to have represented and agreed that any securities acquired by it in the offer have not been acquired on behalf of persons in the EEA other than Qualified Investors or persons in the United Kingdom and other member states (where equivalent legislation exists) for whom the Investor has authority to make decisions on a wholly discretionary basis, and not to have acquired the securities with a view to their offer or resale in the EEA to persons where this would result in a requirement for publication of a prospectus pursuant to Article 3 of the Prospectus Directive by NORTHERN DATA AG or any of their respective affiliates.
This communication contains forward-looking statements that are to some degree subject to risks and uncertainties. Future results may deviate considerably from those currently expected due to various risk factors and uncertainties such as changes in the business, economic and competitive situation, exchange rate fluctuations, uncertainties arising from legal disputes or investigative proceedings, and access to financial resources. NORTHERN DATA AG assumes no responsibility whatsoever for updating the future-related statements contained in this communication.