NEXUS AG: capital increase
RELEASE OF INSIDE INFORMATION PURSUANT TO ARTICLE 17 OF REGULATION (EU) NO. 596/2014
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA AND JAPAN OR ANY JURISDICTION IN WHICH THE OFFERING OR SALE OF THE SECURITIES WOULD BE PROHIBITED BY APPLICABLE LAW.
Nexus AG resolves cash capital increase from authorized capital with exclusion of subscription rights / Personnel changes in the Supervisory Board
Donaueschingen, 30 August 2022. The Management Board of Nexus AG ("ISIN DE0005220909") has resolved today, with consent of the Supervisory Board, to increase the Company's share capital by approximately 9.17% from EUR 15,814,695.00 by EUR 1,450,000.00 to EUR 17,264,695.00 against cash contributions by issuing 1,450,000.00 new no-par value bearer shares with a pro rata amount of the share capital of EUR 1.00 per share ("New Shares"). The Company has acquired Luxempart S.A. as a new investor who subscribes to the New Shares at a placement price of EUR 50.00 per share. The statutory subscription rights of the company's shareholders were excluded in accordance with Sections 203 (1) and 186 (3) sentence 4 of the German Stock Corporation Act (AktG). The New Shares carry dividend rights for the 2022 financial year.
The company plans to use the net proceeds from the capital increase to finance further growth.
The New Shares are to be admitted to trading on the regulated market (Prime Standard) of the Frankfurt Stock Exchange without a prospectus shortly after the registration of the implementation of the capital increase.
In connection with the participation of Luxempart S.A., Prof. Dr. rer. oec Alexander Pocsay has announced that he will resign from his position as Supervisory Board of the company as part of the implementation of the capital increase. The Company will propose Mr. Florian Herger for judicial appointment or election to the Supervisory Board of the Company. Mr. Herger is Senior Investment Manager for listed investments at Luxempart S.A., CFA ® Charterholder and complements and strengthens the Supervisory Board of Nexus AG with his many years of international experience in entrepreneurial investments, M&A and strategic corporate development.
Nexus AG, Irmastraße 1, 78166 Donaueschingen
ISIN DE0005220909, Frankfurt Stock Exchange (Prime Standard)
This announcement may not be published or distributed, directly or indirectly, in the United States of America (including its territories and possessions), Australia, Canada or any other jurisdiction in which such announcement would be unlawful. The distribution of this announcement may be subject to legal restrictions in certain jurisdictions and persons who come into possession of this document or other information referred to herein should independently inform themselves about and comply with these restrictions. Failure to comply with these restrictions may constitute a violation of applicable securities laws.
This publication constitutes neither an offer nor a solicitation of an offer to purchase securities of the Company or its subsidiaries in the United States of America, Germany or any other jurisdiction. Neither this announcement nor its contents shall be construed as the basis for any offer in any jurisdiction or shall be deemed binding in connection with any such offer.
The new shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States of America absent registration or an exemption from the registration requirements of the Securities Act.
The placement of securities described in this announcement in the Member States of the European Economic Area is directed exclusively at persons who are qualified Investors within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (Prospectus Regulation).
No action has been taken to permit an offer or acquisition of the securities or distribution of this announcement in any jurisdiction in which such an act would be unlawful. Persons in possession of this notice are obliged to independently inform themselves about such restrictions and to comply with them.
This announcement does not constitute a recommendation with respect to the placement. Investors should consult professional advisors to assess whether the placement is suitable for them.
Donaueschingen, 30. August 2022