Deutsche EuroShop AG / Key word(s): Capital Increase/Acquisition
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.
Disclosure of an inside information acc. to Article 17 of the Regulation (EU) No 596/2014 (MAR)
Deutsche EuroShop AG,
Deutsche EuroShop AG resolves to acquire certain minority interests in shopping center limited partnerships and to increase its capital against cash and/or contributions in kind with subscription rights in the amount of up to €316.3 million at a subscription price of €21.50 per new share to satisfy resulting purchase price claims
Hamburg, 12 January 2023 – The executive board (Vorstand) of Deutsche EuroShop AG, Hamburg (ISIN DE0007480204) (the “Company”), resolved today, with the consent of the supervisory board (Aufsichtsrat) of the Company to acquire minority interests in the limited partnerships Allee-Center Magdeburg KG, Saarpark Center Neunkirchen KG, Stadt-Galerie Passau KG, Immobilienkommanditgesellschaft FEZ Harburg, Forum Wetzlar KG and Einkaufs-Center Galeria Baltycka G.m.b.H. & Co. KG (the "Minority Interests") from investors, some of whom are direct or indirect shareholders of the Company. The Company envisages to increase its shareholding in the limited partnerships, depending on the company, to between 75% and 100% and thereby aims to strengthen its financial profile allowing for additional financing options, including an ability to increase its dividend capacity in the future as well as flexibility with regards to the optimisation of its portfolio structure. Against this background, corresponding share purchase agreements were signed today by the Company or its wholly owned subsidiary, DES Beteiligungs GmbH & Co. KG (the "Share Purchase Agreements").
The Minority Interests shall be acquired in connection with a rights issue. New shares to be subscribed during the Subscription Offer (as defined below) will only be issued against contributions in cash and the placement of unsubscribed shares will only be against contributions in kind. In the course of the Subscription Offer (as defined below) the share capital of the Company shall be increased from €61,783,594.00 by up to €14,710,375.00 to up to €76,493,969.00 by issuing up to 14,710,375 new registered no-par value ordinary shares, each with a notional interest in the share capital of €1.00 per no-par value share ("New Shares"), against cash and/or non-cash contributions ("Capital Increase") on the basis of and by partially utilizing the authorization of the Executive Board of the Company resolved by the annual general meeting of the Company on 30 August 2022. The New Shares are entitled to dividend as of 1 January 2022.
The New Shares shall be offered to the shareholders by way of an indirect subscription right (mittelbares Bezugsrecht) (except for DESAG Vermögensverwaltung G.m.b.H. (“DESAG”)) at a subscription ratio of 21:5 (i.e. 21 subscription rights entitle to subscribe for 5 New Shares at a subscription price of €21.50 per New Share (“Subscription Price”). Subject to the approval of the relevant securities prospectus by the German Federal Financial Supervisory Authority ("BaFin") and its publication on the website of the Company (https://www.deutsche-euroshop.de/Investor-Relations-en), the subscription offer shall be published in the German Federal Gazette (Bundesanzeiger) on 16 January 2023 ("Subscription Offer"). Subject to publication of the subscription offer on this date, the subscription period will run from 17 January 2023 (inclusive) until presumably (subject to extension) 30 January 2023, 24:00 CET ("Subscription Period").
DESAG, an indirect subsidiary of Alexander Otto, has undertaken towards the Company to exercise the subscription rights to be attributed to the shares directly held by it against payment of the Subscription Price in cash and has been granted the direct subscription right to directly subscribe for the respective number of New Shares.
In addition, Hercules BidCo GmbH, Hamburg, as well as Alexander Otto and the companies controlled by him and economically attributable to him, Kommanditgesellschaft ARENA Vermögensverwaltung (G.m.b.H. & Co.) and Kommanditgesellschaft CURA Vermögensverwaltung G.m.b.H. & Co., have waived vis-à-vis the Company the exercise of the subscription rights attributable to their respective shareholdings.
The subscription rights (ISIN DE000A32VPR6) to the New Shares will be traded on the regulated market (Xetra and Xetra Frankfurt Specialist) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) during the Subscription Period (in each case inclusive).
In the context of the placement of unsubscribed shares, the sellers of the Minority Interests were granted the right, and in accordance with the Share Purchase Agreements are – upon the Company’s request – obliged, to pay to the Company upon its request a major part of the purchase price claims resulting from the respective Share Purchase Agreements (including accrued interest) (the "Purchase Price Claims") under certain conditions as part of the placement of unsubscribed shares (the "Private Placement", and together with the Subscription Offer the "Offer") by way of a contribution in kind (Sacheinlage) at par value to the Company by way of assignment; residual amounts of Purchase Price Claims for which no whole new shares can be granted are to be settled in cash by the Company under the agreements to be concluded. The total amount of the purchase price receivables amounts to approximately € 303.3 million.
The Offering comprises (i) in the Federal Republic of Germany (“Germany”), a public offering, and (ii) in certain jurisdictions outside Germany and the United States of America ("United States" or "U.S."), private placements based on Regulation S ("Regulation S") under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The public offer of the new shares in Germany is made exclusively on the basis of a securities prospectus approved by BaFin. The approval is expected to be granted on 13 January 2023. No public offering will take place outside of Germany.
The Company intends to use the gross proceeds from the Offering for the settlement of all Purchase Price Claims with a total amount of approximately € 303.3 million from the acquisition of the Minority Interests. The total volume of the capital increase is determined such that the corresponding Purchase Price Claims can be contributed in full by way of a contribution in kind or can be settled with the proceeds of the issue as well as any further Purchase Price Claims in an amount of € 11.5 million for a possible future acquisition of additional minority interests in one of the limited partnerships concerned may be temporarily reserved by the limited partners of this limited partnership for which no purchase agreements have been concluded to date, but no issue proceeds significantly exceeding this amount will be generated. The costs of the Offer will be borne by the Company from existing funds.
The share purchase agreements regarding the Minority Interests held in Immobilienkommanditgesellschaft FEZ Harburg, and Forum Wetzlar KG as well as Einkaufs-Center Galeria Baltycka G.m.b.H. & Co. KG including all related capital accounts thereto were entered into between the Company and its subsidiary DES Beteiligungs GmbH & Co. KG as purchaser and inter alia Kommanditgesellschaft ARENA Vermögensverwaltung G.m.b.H & Co. KG and KG Vermögensverwaltungsgesellschaft Einkaufs-Center Danzig as sellers, both of which are ultimately controlled by Mr Alexander Otto. Therefore, these transactions are considered to be related party transactions. The purchase price for the aforementioned acquisitions was € 91,978,841.99. The Company believes that the agreed purchase price each reflects the fair market value of the Minority Interests. The Supervisory Board, through its committee, which has been formed in connection with the acquisition of the Minority Interests and the Capital Increase and solely consists of independent supervisory board members, has approved the conclusion of the share purchase agreements.
The new shares are to be admitted to trading on the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange and on the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange. It is expected that the new shares will be included in the existing quotation on the Frankfurt Stock Exchange and that they will be delivered to investors on Wednesday, 8 February 2023, but no earlier than on the second stock exchange trading day following their admission to trading.
Deutsche EuroShop AG
Issued by: Patrick Kiss, Head of Investor & Public Relations
Information and Explanation of the Issuer to this announcement:
This announcement constitutes neither an offer to sell nor a solicitation of an offer to buy any securities of Deutsche EuroShop AG (“Company”) in Germany, the United States, Australia, Canada, Japan or any other jurisdiction in which such offer could be subject to legal restrictions. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with any applicable securities laws of any state or other jurisdiction of the United States. A public offering of securities of the Company has not taken place and is not envisaged to take place outside of Germany.
This announcement is not a securities prospectus, for the purposes of the Prospectus Regulation (Regulation (EU) 2017/1129) and the UK Prospectus Regulation (Regulation (EU) 2017/1129 as and insofar it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018). Investors should not purchase or subscribe for any shares referred to in this announcement except on the basis of information in the securities prospectus to be issued by the Company in connection with the offering of such shares. Copies of the securities prospectus will, following approval of the German Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin) and publication be available free of charge at the offices of Deutsche EuroShop AG (Heegbarg 36, 22391 Hamburg) and on the Company’s website (https://www.deutsche-euroshop.de/Investor-Relations-en).
|Company:||Deutsche EuroShop AG|
|Phone:||+49 (0)40 413 579-0|
|Fax:||+49 (0)40 413 579-29|
|Listed:||Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange|
|EQS News ID:||1534093|
|End of Announcement||EQS News Service|