windeln.de determines details of subscription rights capital increase; companies Bodyguard and Holland at Home issue commitment letters to participate in the capital increase
NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, WITHIN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN, OR WITHIN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE PROHIBITED.
• Subscription rights capital increase by issuing up to 5,171,144 New Shares at a subscription price of EUR 1.20 per New Share; Subscription ratio of 1:1.73; Subscription period from 23 January 2020 to 5 February 2020
• Maximum gross proceeds of EUR 6,205,372.80; significant share of the issue volume secured by commitment agreements; Bodyguard and Holland at Home have made commitments
Munich, January 14, 2020: The Management Board of windeln.de SE ("windeln.de" or "Company"; ISIN DE000WNDL201) today resolved, with the approval of the Supervisory Board, on the basis of the resolution of the Extraordinary General Meeting on September 27, 2019, to increase the Company's share capital of currently EUR 2,989,101.00, divided into 2,989,101 no-par value bearer shares, by up to EUR 5,171,144.00, by issuing up to 5,171,144 new shares, each with a pro rata amount of EUR 1.00 per share of the share capital ("New Shares"), to up to 8,160,245.00 euros. The subscription price was set at EUR 1.20 per New Share, so that the maximum gross proceeds of the capital measure amount to up to EUR 6,205,372.80. The New Shares are entitled to dividends from 1 January 2019 and will initially be delivered as shares not admitted to trading. It is expected that they will first be included in trading on the over-the-counter market in the further course of 2020 and will later be admitted to trading on the regulated market of the Frankfurt Stock Exchange on the basis of a securities prospectus that has yet to be drawn up.
Up to 2,501,093 New Shares will be offered to the Shareholders of the Company by way of indirect subscription rights as part of a prospectus-free subscription offer at a subscription ratio of 1:1.73 (hereinafter also referred to as the "Subscription Shares"), i.e. one existing share entitles the user to receive 1.73 New Shares from the capital increase (the "Subscription Offer"). In addition, existing shareholders will be granted an additional subscription right for the subscription shares for which no subscription rights have been exercised at the end of the subscription period ("additional subscription rights"). The subscription offer is expected to be published in the Federal Gazette on 16 January 2020. The subscription right for fractional amounts was excluded. A stock exchange subscription rights trading does not take place. The subscription period begins on 23 January 2020 (0.00 CET) and ends on 5 February 2020 (24.00 CET). The record date for the allocation of subscription rights based on the shares held by shareholders at that time is expected to be January 22, 2020.
Remaining New Shares that have not been received by shareholders on the basis of their subscription rights or the additional subscription right, as well as up to 2,670,051 New Shares for which existing shareholders have agreed by means of a waiver agreement not to exercise their subscription rights, will be offered to selected institutional investors in a private placement at a price of EUR 1.20 per share.
The Company has already received binding commitments from several investors to acquire New Shares at a price of EUR 1.20 per share for a maximum amount totalling EUR 2,754,797.05, some of which, however, are subject to the achievement of certain minimum or maximum allocation ratios with regard to the New Shares. The investors also include the companies bodyguardpharm GmbH ("Bodyguard") and Holland at Home B.V. ("Holland at Home").
Bodyguard is a leading online pharmacy in Germany with strong cross-border e-commerce business to China. In addition to Bodyguard's commitment to participate in the capital increase, windeln.de and Bodyguard have signed a term sheet for cooperation in the procurement of medical and care products (OTC), especially for the Chinese market.
Holland at Home is a leading Dutch online supermarket with a strong focus on the Chinese market. In addition to the declaration of commitment, a term sheet for strategic cooperation was signed with Holland at Home, which includes, among other things, the joint use of sales channels to China and cooperation in the field of nutritional supplements through the Holland at Home affiliated company House of Nutrition."
With the issue proceeds from the capital increase, windeln.de intends to strengthen the company's liquidity position in order to cover the company's currently still negative cash flow until break-even is reached on the basis of adjusted EBIT. In addition, projects such as the outsourcing of the IT shop platform and the relocation of the central warehouse in Germany are to be realized. The company currently expects its financing to be secured for the 2020 financial year and beyond. If the capital increase cannot be carried out to a sufficient extent and no further equity or debt capital is made available to the Company, it may not have sufficient capital and will not be able to meet its payment obligations unless corresponding revenues or cash flows can be generated from the operating business. Further information on the capital increase and risk disclosures can be found in the subscription offer, which will be available in the Federal Gazette and on the website of windeln.de (corporate.windeln.de).
The Company intends to publish preliminary financial figures for the 2019 financial year, the fourth quarter of 2019 and an outlook for 2020 before the start of the subscription rights period.
Quirin Privatbank AG is supporting the capital increase as the issuing bank and will offer the New Shares to shareholders in accordance with the subscription offer.
Matthias Peuckert, CEO, and Dr. Nikolaus Weinberger, CFO of windeln.de: "We are making good progress with regard to the implementation of the capital increase and are pleased to have received commitment agreements from Bodyguard and Holland at Home from new investors who not only want to participate with capital, but with which we can reach even more Chinese customers with an attractive product range and further sales channels."
Notices This announcement is not intended for publication or distribution, directly or indirectly, within or into the United States of America (the "United States"). This announcement does not constitute an offer of securities for sale in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent an exemption from the registration requirements of the Securities Act. There is no public offering of securities in the United States.