Northern Data AG / Key word(s): Corporate Action/Capital Increase
12-Apr-2023 / 02:33 CET/CEST
Disclosure of inside information pursuant to Article 17 of the Regulation (EU) No 596/2014
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Northern Data AG resolves on increase of the company’s share capital by 10%, considers further rights issue and strives to optimize its global site strategy
Frankfurt am Main, 12 April 2023 – Today, the management board of Northern Data AG (ISIN DE000A0SMU87, “Northern Data” or the “Company”) has resolved, with the consent of the supervisory board, to increase the Company’s share capital from currently EUR 23,815,514 by EUR 2,381,551 to EUR 26,197,065 by issuing 2,381,551 new par-value bearer shares, each with a notional interest in the Company’s share capital of EUR 1.00 and carrying full dividend rights as from 1 January 2022 (the “New Shares”), against cash contributions, making partial use of the existing authorized capital and excluding the statutory subscription right of the Company’s shareholders in accordance with Sections 203 para. 1 sentence 1, 186 para. 3 sentence 4 AktG (the “10% Capital Increase”).
An investor has agreed to acquire the New Shares in a private placement at a price of EUR 13.55 per share, which corresponds to a discount of 3% to the average closing price in XETRA trading on the Frankfurt Stock Exchange over the last five trading days up to and including 11 April 2023. The New Shares are expected to be issued and included in the existing listing of the Company’s shares on the Open Market (Freiverkehr) of the Munich Stock Exchange (m:access) during the next weeks.
The net proceeds from the 10% Capital Increase shall be used to strengthen the Company’s balance sheet and to finance the further growth of the Northern Data group.
In addition to the 10% Capital Increase, the Company’s management board is considering to carry out a rights issue (“Rights Issue”) during the course of 2023 in which shares with an aggregate value of up to EUR 8 million are publicly offered (without a prospectus) for subscription. The total volume of such Rights Issue could be further increased to the extent that shareholders undertake vis-à-vis the Company to exercise their subscription rights directly or to waive them, so that the shares attributable to them could be offered to institutional investors for acquisition in a private placement.
Additionally, in light of increasing demand for Northern Data’s HPC Cloud solutions as well as recent increases in Bitcoin mining profitability due to the rising BTC price, the Company is continuously seeking to optimize its global site strategy based on factors like availability of cheap power, grid connections, built-out costs etc. In this connection, Northern Data is currently considering a potential sale of its site in Maysville, Georgia, USA and is in discussion with potential buyers. Whether and when such a sale will actually occur is yet open and depends in particular on the progress of negotiations and on strategic considerations relating to the potential further development of the site.
In light of the 10% Capital Increase, the management board intends to convene an extraordinary general meeting during the second quarter of 2023, in particular in order to renew its existing authorized and contingent capital to allow for potential further capital measures on such basis in the second half of 2023 and beyond.
This announcement is for information purposes only and does not constitute an offer to sell or a solicitation to buy or subscribe to securities of Northern Data AG. No public offer has been or will be made and no prospectus will be published in connection with the transaction. The New Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or with any securities regulatory authority of any state of the United States of America. The New Shares may not be offered, sold or delivered, directly or indirectly, in or into the United States of America.
End of Inside Information
|Company:||Northern Data AG|
|An der Welle 3|
|Phone:||+49 69 34 87 52 25|
|Listed:||Regulated Unofficial Market in Berlin, Dusseldorf, Frankfurt, Hamburg, Hanover, Munich (m:access), Stuttgart, Tradegate Exchange|
|EQS News ID:||1605219|
|End of Announcement||EQS News Service|
This press release does not constitute an offer to sell or the solicitation of an offer to buy or subscribe for any securities of Northern Data AG and does not constitute a prospectus of Northern Data AG. The information contained in this press release is not intended to form the basis of any financial, legal, tax or other business decision. Investment or other decisions should not be made solely on the basis of this press release. As with all business and investment matters, please consult qualified professional advice. This release and the information contained herein are not for distribution, directly or indirectly, in or into the United States of America, Canada, Australia or Japan.