Frankfurt on the Main – April 9, 2020 – Northern Data AG (ISIN DE000A0SMU87, WKN A0SMU8, ticker NB2) has successfully completed its capital increase that was announced yesterday. The capital increase was well oversubscribed by investors and consequently was upsized.
A total of 685,000 new shares were placed at a price of EUR 44 per share which corresponds to 6.1% of the current share capital. Gross proceeds from the capital increase for the Company amount to approximately EUR 30.1 million.
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 new shares will be included in the existing listing in the open market of the Munich Stock Exchange (m:access) without a prospectus. 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 16 April 2020.
Hauck & Aufhäuser Investment Banking acted 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.
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.
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