Hamburg, November 16, 2016 – The Management Board of Medios AG today resolved, with the consent of the Supervisory Board, to implement a capital increase against cash contributions from authorized capital, offering an indirect subscription right to shareholders. The partial utilisation of the Authorized Capital 2016/II resolved by the General Meeting on September 14, 2016 will result in the share capital of the Company being increased from the current EUR 9,661,428.00 by up to EUR 2,760,408.00 to up to EUR 12,421,836.00. To implement this capital increase, Medios AG plans to issue up to 2,760,408 new ordinary bearer shares with no par value (Stückaktien), each such share representing a notional interest in the share capital of EUR 1.00. The new shares will carry full dividend rights as from January 1, 2016.
In the interest of increasing free float, mediosmanagement GmbH as well as other principal shareholders of Medios AG have assigned in advance the rights to subscribe approximately 2,543,745 new shares to the bank advising on the emission. Selected institutional investors outside the United States of America will be offered the opportunity to acquire these new shares in advance as part of a private placement (the “Pre-placement”). The Pre-placement will be launched within today.
The placement price for the new shares will be determined on the basis of an accelerated bookbuilding process as part of the Pre-placement and is expected to be published on November 17, 2016 pursuant to Article 17 MAR. Following this, those shareholders of Medios AG who neither have waived nor assigned their subscription rights may exercise their subscription right and subscribe the shares at the subscription price which will be identical to the placement price of the Pre-placement (the “Rights Offering”). The Rights Offering is expected to be published on November 18, 2016 in the Federal Gazette (Bundesanzeiger) and on Medios AG’s website. For the purpose of trade admission of the total share capital of the Company and the new shares to the regulated market of the Frankfurt Stock Exchange (General Standard) of the Frankfurt Stock Exchange as well as for the purpose of the Rights Offering, Medios AG prepared a prospectus, which has been published on Medios AG’s website (https://medios.ag/). The Subscription Period, during which the shareholders of Medios AG may exercise their subscription rights at the subscription price, is expected to begin on November 21, 2016 and conlude
on December 5, 2016 (the “Subscription Period”). The subscription ratio will be 7 to 2, meaning that for every seven existing shares (or as many subscription rights) they hold, shareholders with subscription rights (or those holding subscription rights) may subscribe two new shares of Medios AG. Beyond the exercise of subscription rights, shareholders will be offered the possibility to apply for additional subscription as part of the Rights Offering.
The partial implementation of the capital increase as part of the Pre-placement is expected to be entered into the commercial register on November 21, 2016; the further implementation of the capital increase is expected to be entered on December 8, 2016. In the event of a full implementation of the Pre-placement, the free float of Medios AG will increase to more than 25 percent.
The net issue proceeds resulting from the Offering and the placement of the New Shares in the Company are intended to finance the acquisition of outstanding 49 percent shares of Medios Manufaktur GmbH, to finance the launch of a digital B2B platform, to strengthen the working capital and to expand the manufacturing capacities of Medios Manufaktur GmbH. The new shares issued under the Pre-placement are expected to begin trading in the regulated market of the Stock Exchange Hamburg and in the regulated market of the Frankfurt Stock Exchange on November 22, 2016. The right to discontinue the Offering in full or in part is reserved. M.M.Warburg & CO (AG & Co.) KGaA is advising on the Admission and on the Offering as Sole Lead Manager und Sole Bookrunner.
The Management Board
Phone: +49 30 232 5668 0
Fax: +49 30 232 5668 66
This disclosure contains forward-looking statements which are subject to certain risks and uncertainties. Future results can deviate significantly from currently expected results due to a variety of risk factors and uncertainties such as changes in the business, economic or competitive situation, exchange rate fluctuations, uncertainties with respect to legal disputes or investigations and the availability of financial resources. Medios AG assumes no responsibility for updating the forward-looking statements contained in this disclosure. This disclosure constitutes neither an offer to purchase or sell securities of Medios AG nor an invitation to submit such an offer. Nor does this disclosure constitute a prospectus within the meaning of EU Directive 2003/71/EC of the European Parliament and of the Council of November 4, 2003, as amended (the “Prospectus Directive”). Any public offering in Germany may only be made on the basis of the prospectus, which has been approved by the Federal Financial Supervisory Authority (BaFin) and published on Medios AG’s website (https://medios.ag/). Any decision to invest in subscription rights or shares of Medios AG should be made solely on the basis of the prospectus. Hard-copy prospectuses are available free of charge upon request from Medios AG, Friedrichstraße 113a, 10117 Berlin, and M.M.Warburg & CO (AG & Co.) KGaA, Ferdinandstraße 75, 20095 Hamburg. This disclosure is addressed exclusively to qualified investors within the meaning of the Prospectus Directive in any member state of the European Economic Area (other than Germany) having transposed the Prospectus Directive into national law.