Frankfurt am Main – March 31, 2021 – The Management Board of Northern Data AG (XETRA: NB2, ISIN: DE000A0SMU87) today resolved, with the approval of the Supervisory Board, to increase the Company’s issued share capital by issuing up to 563,968 new no-par value ordinary bearer shares. This corresponds to up to 3.55% of the current share capital. The shares will be issued against cash contributions partially utilizing the existing authorized capital and excluding the existing shareholders’ subscription rights. The shares will be issued at a placement price of EUR 107.63 per share and thus, 5% above the XETRA closing price of the previous day; the total gross issue proceeds will thus amount to approximately up to EUR 60.7 million. This will serve to strengthen the balance sheet and expand the shareholder structure and will be used to accelerate the growth of existing business activities as well as for general corporate purposes. Strategic financial investors are participating in the capital increase to a significant extent.
The new shares will be included without a prospectus to the existing listing on the Open Market of the Munich Stock Exchange (m:access). The first day of trading and delivery of the shares are expected to take place on 7 April 2021. The delivery to the qualified investors in the context of the private placement will be made on the basis of a securities loan granted by an existing shareholder to Hauck & Aufhäuser, which is to be repaid after the implementation of the capital increase. The new shares will be offered exclusively to institutional investors within the framework of a private placement using an accelerated bookbuilding process, which will commence immediately after publication of this announcement. Hauck & Aufhäuser will be acting as Sole Bookrunner in the transaction.
As part of its growth strategy, the Company also plans to implement further capital measures, in particular, capital increases against contribution in kind, i.e., for the acquisition of shareholdings and other assets, possibly at short notice, and will therefore propose a renewal of the authorized capital at an extraordinary general meeting scheduled for 28 April 2021.
The new shares have not been, and will not be, registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This release is not for distribution, directly or indirectly, in or into the United States, including its territories and possessions. This release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States.