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, 3 December 2020, 12.17 CET – Given the continuing upheaval in the market for holiday travel in the German-speaking area as a result of the COVID-19 pandemic, with the consequent significant decline in sales and profits, HolidayCheck Group AG is planning a capital increase against cash contributions out of its authorised capital. Shareholders will be offered subscription rights.
HolidayCheck Group AG has entered into discussions on the matter with its principal shareholder, Burda Digital SE, which today informed the company of its intention to exercise its subscription right to the value of at least EUR 20 million, provided that the exercise price per share is not higher than EUR 1.65.
The company plans to use up its Authorised Capital 2018 fully and to increase the share capital by up to EUR 29,156,814, issuing up to 29,156,814 new shares. This is equal to 50 percent of the company’s current share capital. The capital increase will take place in the first quarter of 2021, once the prospectus is approved.
Owing to the uncertainty regarding how long the crisis will continue, the company plans to use the funds primarily to finance its business operations.
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.