Ad-Hoc
Publication of insider information
in accordance with Article 17 of Regulation (EU) No 596/2014
The Executive Board of KPS AG ("Company") resolved on 7 March 2024 with the approval by the Supervisory Board of the same day to increase the share capital of the Company against cash contributions by issuing new registered shares with a proportionate amount of the share capital of EUR 1.00 per no-par value share of the Company ("New Shares") by partially utilising the authorised capital and with simplified exclusion of the subscription rights of shareholders in accordance with Sec. 203 (1) and (2) in conjunction with Sec. 186 (3) sentence 4 AktG ("Capital Increase"). The Capital Increase shall increase the share capital of the Company from currently EUR 37,412,100.00 by up to EUR 3,741,200.00 to up to EUR 41,153,300.00 by issuing up to 3,741,200 new no-par value registered shares of the Company. The New Shares will carry dividend rights from 1 October 2023. The issue price per New Share is EUR 1.15.
The Capital Increase serves to strengthen the equity base of the Company. The New Shares will be issued by way of a private placement to selected investors (including existing major shareholders). The New Shares are to be admitted to trading on the regulated market of the Frankfurt Stock Exchange (Prime Standard) without a prospectus and included in the listing of the Company's existing shares. The expected gross issue proceeds from the Capital Increase will amount to approximately EUR 4,302,380.00 if the New Shares fully are placed.
Important note:
NOT FOR DISTRIBUTION, PUBLICATION OR RETRANSMISSION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN, OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION, PUBLICATION OR RETRANSMISSION IS PROHIBITED. ADDITIONAL RESTRICTIONS APPLY. PLEASE SEE THE FOLLOWING NOTICES.
This document and the information contained herein are for information purposes only and do not constitute a prospectus or an offer to sell or a solicitation of an offer to buy securities of the Company in the United States of America ("USA") or in any other jurisdiction. This publication may not be distributed, published or transmitted in the USA, Australia, Canada or Japan. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The securities of the Company have not been and will not be registered under the Securities Act or the applicable securities laws of Australia, Canada or Japan. There will be no public offering of shares of the Company.
The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions. Failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
Leonardo Musso
Sole member of the Executive Board
Unterföhring, 7 March 2024