Supervisory Board approves terms and conditions set by the Executive Board and exclusion of subscription rights
Ebreichsdorf (pta/02.08.2023/11:06 UTC+2)
The Extraordinary General Meeting of Kostad AG (the "Company") on September 14, 2021 authorized the Executive Board of the Company, with the consent of the Supervisory Board, to increase the share capital by up to EUR 8,500,000.00 by issuing up to 8,500.000 new no-par value registered or bearer shares against cash or non-cash contributions, also in several tranches (Authorized Capital 2021) and to determine the issue price, which may not be lower than the proportionate amount of the no-par value shares in the existing share capital, as well as the other issue conditions and the further details of the implementation of the capital increase in agreement with the Supervisory Board. The Executive Board was also authorized, with the approval of the Supervisory Board, to exclude shareholders' subscription rights to the financial instruments within the meaning of Section 171 of the German Stock Corporation Act (AktG). The corresponding authorization and the associated amendment to the Articles of Association were entered in the commercial register on October 21, 2021.
In accordance with this authorization resolution of the Annual General Meeting, the Board of Management has resolved to increase the share capital of the Company from currently EUR 17,000,000.00 by up to EUR 7,890,000 to up to EUR 24,890,000.00 by issuing up to 7,890,000 no-par value bearer shares at a subscription price of EUR 1.345 (euro one point 345 cents) per share, with voting rights and with profit entitlement from the 2023 financial year (commencing January 1, 2023). The pro rata value of the shares in the share capital is EUR 1 (issue price), so that the remaining subscription price of EUR 0.345 is to be paid as a premium.
The Executive Board has resolved to exclude shareholders' subscription rights. The Executive Board has prepared a report in connection with the exclusion of shareholders' subscription rights pursuant to Section 171 (1) in conjunction with Section 153 (4) of the German Stock Corporation Act (AktG) and made it available on the Company's website as of July 14, 2023. The notice in relation to the publication of the report pursuant to section 171 (1) in conjunction with section 153 (4) AktG was published on the electronic announcement and information platform of the German Federal Government (EVI) on July 18, 2023.
After the end of the issuance period pursuant to Sec. 171 (1) AktG, the Management Board requested the approval of the Supervisory Board. On August 2, 2023, the Supervisory Board approved the resolution of the Management Board of July 14, 2023, by which the partial utilization of Authorized Capital 2021, the capital increase, the terms of issue, and the exclusion of shareholders' subscription rights were resolved.
The Executive Board will carry out the capital increase in a timely manner, proceeding by way of a prospectus-free private placement. The Executive Board has determined to only accept subscriptions that meet the legal requirements for a prospectus-free private placement.
Legal Notice / Disclaimer:
This notification is a mandatory notification pursuant to Art 17 of the Market Abuse Regulation. This notification does not constitute an offer to purchase securities or a solicitation of an offer to purchase securities of Kostad AG. Any possible future offer of securities of the company will be made in accordance with and on the basis of the applicable capital market law requirements.
THIS NOTICE IS NOT FOR PUBLICATION, DISTRIBUTION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN PART OR IN WHOLE, IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR OTHER COUNTRIES WHERE PUBLICATION OR TRANSMISSION WOULD BE UNLAWFUL.
Enquiry and contact:
Park avenue 20
+43 2234 72402 0
Köstenberger Günter jun., Board of Directors
|Contact person:||Günter Köstenberger|
|Tel:||+43 2234 72402 0|
|Stock exchanges:||direct market plus in Vienna|
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