TOMORROW FOCUS AG decides on capital increase

- Not for distribution, publication or forwarding in the United States of America -

Ad hoc announcement, Munich, Germany, 6 February 2013, 07:50 CET - The Management Board of TOMORROW FOCUS AG (ISIN DE0005495329) took the decision today to draw on its authorised capital in order to increase the company’s total share capital by up to EUR 5,043,198 through an issue of up to 5,043,198 new notional no-par-value bearer shares against cash contributions. On this occasion, existing shareholders were not allowed to subscribe to the issue. The decision was approved by the Supervisory Board. It is intended that the new shares will be admitted for trading on the Regulated Market of the Frankfurt Stock Exchange (FWB) and to the Prime Standard segment of the Regulated Market, which imposes additional reporting obligations. A prospectus will not be issued. The new shares carry dividend rights from 1 January 2012.

Berenberg Bank will offer the new shares to institutional investors in Germany and elsewhere in Europe by means of a private placing. The Management Board will specify the number of shares to be placed and the issuing price following the completion of an accelerated bookbuilding process by Berenberg Bank.

The income generated by the issue will be used to finance further acquisitions and to increase the stake in companies in which a majority shareholding is held.

On 21 December 2012, the company had previously decided on a capital increase against contributions in kind as a means of financing the takeover of netmoms GmbH. This has now been postponed in order to simplify and complete the cash capital increase announced today and will then be subject to a further resolution.

This publication constitutes neither an offer to sell nor an invitation to buy any securities. In particular, this document constitutes neither an offer to sell securities nor an invitation to submit an offer to buy securities in the United States of America. Shares in TOMORROW FOCUS AG (the 'shares') may not be offered or sold in the United States of America or to ‘US persons’ or for account of ‘US persons’ (as defined in Regulation S of the United States Securities Act of 1933, as amended (the ' US Securities Act')), unless such persons are registered or have been released from the obligation to register in accordance with the US Securities Act. The shares are not and will not be registered in accordance with the US Securities Act. There will be no public offering of shares in the United States of America.

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TOMORROW FOCUS AG (ISIN DE005495329) is based in Munich, Germany, and is one of the leading exchange-listed Internet groups in Germany. The Group has a workforce of around 700, and its business operations are divided into three segments: Transactions, Advertising and Technologies.
The Transactions segment includes HOLIDAYCHECK AG, which operates a number of hotel rating and travel booking portals by the same name; WEBASSETS B.V., which operates the ZOOVER hotel rating portals and the METEOVISTA/WEERONLINE weather portals; TOMORROW TRAVEL B.V., which operates the Dutch online travel agent TJINGO; RPC VOYAGES SAS, which operates the French online travel agent ECOTOUR; ELITEMEDIANET GmbH, which operates the premium online dating agency ELITEPARTNER; and JAMEDA GmbH, which operates the physician ratings portal
The Advertising segment includes TOMORROW FOCUS MEDIA GmbH, one of the leading German online marketing providers, which markets numerous well-known portals on behalf of business partners in addition to those operated by the Group itself, such as the news and utility journalism site FOCUS Online, the finance and stock market portal FINANZEN100 and the parents portal NETMOMS.
The Technologies segment includes CELLULAR GmbH, one of Germany’s leading full-service agencies for mobile platforms, and TFT GmbH, which provides technology and creative services for web-based IT and e-commerce solutions.