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Not for distribution in the United States of America, Canada, Japan and Australia.
Munich, Germany, 3 December 2019 - The Executive Board of CANCOM SE today decided, with approval of the Supervisory Board, to carry out a capital increase. The share capital of CANCOM SE is to be increased by up to EUR 3,504,363.00 by making partial use of the existing Authorized Capital I/2018 and excluding shareholders' subscription rights. This corresponds to approximately 10 per cent of the current share capital. The increase will be effected against cash contributions by issuing up to 3,504,363 new bearer shares (the "new shares"). As a result, CANCOM SE's share capital will increase from EUR 35,043,638.00 to up to EUR 38,548,001.00 when all new shares are issued.
The new shares are to be offered to qualified investors by means of a private placement using an accelerated bookbuilding process, which will be launched immediately following this announcement. If new shares are also to be offered to institutional investors in the United States of America, this will be done in accordance with Rule 144A of the Securities Act of 1933.
The new shares are to be admitted to trading on the regulated market (Prime Standard) of the Frankfurt Stock Exchange without a prospectus. As part of the transaction, CANCOM SE has agreed to a customary 180 day lock-up period. The number of shares to be issued and the placement price will be determined after completion of the accelerated bookbuilding process and are expected to be announced on 4 December 2019. The admission and delivery of the new shares is expected to take place on 9 December 2019.
The net proceeds from the capital increase are to be used to strengthen the CANCOM Group's equity base and for further corporate acquisitions, in particular to support growth in the Cloud Solutions segment.
Hauck & Aufhäuser will act as sole global bookrunner during the placement.
CANCOM SE, Erika-Mann-Straße 69, 80636 Munich, Germany
ISIN DE0005419105, Frankfurt Stock Exchange (MDAX, TecDAX, Prime Standard)
Contact / Notifying person:
Sebastian Bucher, Manager Investor Relations
+49 (0)89 540545193
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 CANCOM SE in the United States or any other jurisdiction. The securities of CANCOM SE 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 CANCOM SE 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 CANCOM SE 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 CANCOM SE 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. CANCOM SE assumes no responsibility whatsoever for updating the future-related statements contained in this communication.