by Anke Bebber
Jena, 9 January 2019 – The Management Board of INTERSHOP Communications AG (ISIN: DE000A0EPUH1) today decided, with the consent of the Supervisory Board, to increase its capital against cash contributions from the Authorized Capital II granting existing shareholders of the company pre-emptive and oversubscription rights. The share capital is to be increased by up to EUR 4,356,478 from the present amount of EUR 34,851,831 to up to EUR 39,208,309 by using part of the available Authorized Capital. The new shares are to be offered at a price of EUR 1.14 per new share based on a ratio of 8:1 and will have dividend rights as of 1 January 2018.
The capital increase serves to finance the transformation of the business model from software licenses to recurring cloud income. In this context, the Intershop Commerce-as-a-Service solution was launched in the market in spring and implemented at numerous customers in the course of 2018. The new funds are to be used to further accelerate the marketing of the new solutions.
The new shares will initially be offered to shareholders for subscription at a ratio of 8:1 during a subscription period from 14 January 2019 to 28 January 2019. No trading of pre-emptive rights will be organized; unexercised pre-emptive rights will expire worthless. In addition to exercising their pre-emptive rights, all shareholders will have the possibility to participate in the capital increase in the context of an oversubscription. The oversubscription rights must also be exercised during the subscription period. New shares that are not subscribed because of the pre-emptive right or the oversubscription will be offered to selected institutional investors at the offering price in a private placement. The transaction will be managed by Bankhaus Scheich Wertpapierspezialist AG. For further details, please refer to the rights offering, which is expected to be announced in the Federal Gazette and on the company’s website www.intershop.de/investoren on 11 January 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.