NOT FOR RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
Ad hoc release, Munich, Germany, 20 January 2021, 19:56 CET – The Management Board of HolidayCheck Group AG has today passed a resolution with a consent of the Supervisory Board on the implementation of the capital increase against cash contributions out of authorised capital with shareholder subscription rights, thereby implementing the capital increase announced on 3 December 2020. The share capital of the company shall be increased by up to EUR 29,156,814 by issuing up to 29,156,814 new shares, making full use of the existing Authorised Capital 2018. The subscription ratio is 2:1, i.e., for every two existing shares of the company, shareholders are entitled to acquire one new share. The subscription price per new share is EUR 1.65.
The company’s majority shareholder, Burda Digital SE, has committed to the company today to exercise its subscription rights under the capital increase and to subscribe for shares in a total volume of EUR 31.65 million.
The capital raised will be used to repay a short-term money market loan, as well as for other general working capital purposes, including to cover current needs.
The new shares will be publicly offered on the basis of a prospectus approved by the German Federal Financial Supervisory Authority (BaFin). The prospectus is expected to be approved on 21 January 2021. The subscription offer will be published immediately following the approval of the prospectus. The subscription period is expected to start on 22 January 2021 and to end at the end of day of 4 February 2021. Any unsubscribed shares will be offered to selected investors in a private placing or placed on the market following the subscription offer.
The new shares are expected to be admitted to trading on 10 February 2021 and included in the existing listing in the sub-segment of the Regulated Market with additional post-admission obligations (Prime Standard) on the Frankfurt Stock Exchange on 11 February 2021. The new shares will carry full dividend rights from 1 January 2020.
The Management Board
This announcement does not contain or constitute an offer to sell nor a solicitation to buy or subscribe for securities.
This announcement is not a prospectus. Potential investors should not purchase or subscribe for any securities referred to in this announcement except on the basis of the information contained in the prospectus to be issued by the Company in connection with the public offering of such securities (including any supplements thereto). Copies of such prospectus will, following approval by the German federal financial supervisory authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin) and publication, be available free of charge from HolidayCheck Group AG, Munich, Germany, as well as, for viewing in electronic form, on the websites of the Frankfurt Stock Exchange (http://www.boerse-frankfurt.de) and the Company (https://www.holidaycheckgroup.com/).
This announcement is not an offer of securities for sale in the United States of America (the “United States”). Securities 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”). Any public offering of securities to be made in the United States would be made by means of a prospectus that could be obtained from the Company and that would contain detailed information about the Company and its management, as well as the financial statements of the Company. There will be no public offer of the securities in the United States.
In the United Kingdom, this information is directed at and/or for distribution only to (i) investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), or (ii) high net worth companies falling within article 49(2)(a) to (d) of the Order (all such persons are collectively referred to herein as “relevant persons”). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this information or any of its contents.
Subject to certain exceptions under the Securities Act, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan.
Some of the information in this announcement may contain projections or other forward-looking statements regarding future events or the future financial performance of the Company. You can identify forward looking statements by terms such as "expect," "believe," "anticipate," "estimate," "intend," "will," "could," "may" or "might," or, in each case, the negative of such terms or other similar expressions. We wish to caution you that these statements are only predictions and that actual events or results may differ materially. We do not intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Many factors could cause the actual results to differ materially from those contained in our projections or forward-looking statements, including, among others, general economic conditions, our competitive environment, risks associated with our industry, as well as many other risks specifically related to the Company and its operations.
About HolidayCheck Group AG:
HolidayCheck Group AG (ISIN DE005495329), Munich, Germany, is one of Europe’s leading digital firms for holidaymakers. With a total workforce of around 300, HolidayCheck Group AG comprises HolidayCheck AG (which operates hotel review and travel booking portals by the same name), HC Touristik GmbH (which operates the tour operator HolidayCheck Reisen), Driveboo AG (which operates the car rental portals MietwagenCheck and Driveboo). HolidayCheck Group’s vision is to become the world’s most holidaymaker-friendly company in the world.