by Anke Bebber
Jena, 31 January 2019 – INTERSHOP Communications AG (ISIN: DE000A0EPUH1) successfully completed the capital increase by way of rights issue resolved on 9 January 2019. All shares were placed with existing shareholders who had been granted pre-emptive and oversubscription rights. The share capital will thus be increased from EUR 34,851,831 by EUR 4,356,478 to EUR 39,208,309 through the issue of 4,356,478 new shares against cash contribution. The capital increase was effected making partial use of the Authorized Capital and included a pre-emptive right for shareholders at a price of EUR 1.14 based on a ratio of 8:1. The successful placement of the new shares generated gross proceeds of EUR 4.97 million, which will be used to further accelerate the transformation of the business model and the marketing of the new cloud solution.
The capital increase still needs to be entered in the Commercial Register. The Management Board and the Supervisory Board will apply for this to be made at short notice. One institutional shareholder has subjected the 555,000 shares he subscribed in the context of the above capital increase to a six-month lock-up from the date of the admission to trading of the remaining new shares. Against the background of this fact, the company will file an application with Deutsche Börse AG for a partial admission without prospectus for the remaining 3,801,478 shares at the Regulated Market of the Frankfurt Stock Exchange (Prime Standard). The locked-up shares will be certificated in a separate global note for the duration of the lock-up and have the separate ISIN DE000A2TSRZ7. The shares from the capital increase that are not subject to the lock-up shall be booked together with the previously admitted shares under the main ISIN DE000A0EPUH1 from the date of the partial admission. There will be no disadvantages for shareholders from the partial admission of the new shares. The 3,801,478 new shares are expected to be included in the company’s current listing in the 7th week of 2019.
This announcement does not constitute an offer of securities for sale or a solicitation of an offer to purchase or subscribe securities of INTERSHOP Communications Aktiengesellschaft in the United States, Germany or any other jurisdiction. This offer is due to the intended issue proceeds of less than EUR 5 million not subject to and based on a securities prospectus pursuant to the German Securities Prospectus Act. Each shareholder is required to inform himself about INTERSHOP Communications AG and its securities prior exercising his or her subscription rights. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed, for any purpose, on the information contained in this announcement or its accuracy or completeness. The information in this announcement is subject to change.
This notification may not be distributed or released directly or indirectly in the United States of America or within the United States of America (including its territories or premises, a state or the Districts of Columbia) and may not be distributed to "U.S. persons" (as defined in Regulation S des U.S. Securities Act of 1933 of its respectively current version ("Securities Act")) or passed on to publications with a general distribution in the United States of America. This notification does not constitute an offer respectively an invitation to issue an offer for the sale or subscription of securities in the United States nor is it part of such offer or invitation. Securities may not be offered or sold in the United States without registration or, absent such registration, due to an exemption from registration under the U.S. Securities Act of 1933, as amended. It is not intended to register any part of the offering in the United States or to conduct a public offering of securities in the United States.
Subject to certain exceptions under applicable securities laws, the securities referred to in this announcement may not be offered or sold in Canada, Australia or Japan or to, or for the account or benefit of, any national, resident or citizen of Canada, Australia or Japan. No action has been taken that would permit an offering of the securities or their subscription or the distribution of this announcement in any jurisdiction where such offering, subscription or distribution is prohibited. Persons who obtain this announcement are required to inform themselves about potential restrictions and to observe any such restrictions.
This announcement contains forward-looking statements. These statements are based on the current views, expectations and assumptions of the management of INTERSHOP Communications Aktiengesellschaft and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Actual results, performance or events may differ materially from those described herein due to factors affecting INTERSHOP Communications Aktiengesellschaft such as, among other things, changes in the general economic and competitive environment, capital market risks, currency exchange rate fluctuations and competition from other companies, and changes in international and national laws and regulations, in particular with respect to tax laws and regulations. INTERSHOP Communications Aktiengesellschaft does not assume any obligation to update any forward-looking statements.