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 RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
• Capital increase with subscription rights 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 January 23, 2020 to February 5, 2020
• Maximum gross issue proceeds of EUR 6,205,372.80; significant share of the issue volume secured through commitment agreements; Bodyguard and Holland at Home have made commitments
Munich, January 14, 2020: Today, the Management Board of windeln.de SE ("windeln.de" or "Company"; ISIN DE000WNDL201) decided with the approval of the Supervisory Board, based on 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 representing a pro rata amount in the share capital of EUR 1.00 per share ("New Shares"), to up to EUR 8,160,245.00. 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 January 1, 2019 and will initially be delivered as shares that are not admitted to stock exchange trading. In the further course of 2020, the New Shares are first expected to be included in the open market and, at a later stage, on the basis of a securities prospectus that is still to be prepared, to be admitted to trading on the regulated market of the Frankfurt Stock Exchange.
Up to 2,501,093 New Shares are offered as part of a rights offering without a securities prospectus to the Company's shareholders by way of indirect subscription rights at a subscription ratio of 1:1.73 (hereinafter also referred to as "Subscription Shares"), i.e. one existing share entitles the holder to subscribe for 1.73 New Shares from the capital increase (the "Rights Offering"). In addition, existing shareholders will be granted an additional subscription right for the Subscription Shares for which no subscription rights were exercised at the end of the subscription period (“Additional Subscription Rights”). The subscription rights for fractional amounts have been excluded. An organized trading of subscription rights will not take place. The Rights Offering is expected to be published in the Federal Gazette on January 16, 2020. The subscription period will begin on January 23, 2020 (0.00 CET) and end on February 5, 2020 (24.00 CET). The record date for the allocation of subscription rights, based on the shares held by shareholders at this time, is expected to be January 22, 2020.
Remaining New Shares not subscribed by shareholders in connection with the Rights Offering or Additional Subscription Rights, as well as up to 2,670,051 New Shares in respect to which existing shareholders agreed to not exercise their subscription rights by means of a non-subscription agreement, will be offered to selected institutional investors in a private placement at a price of EUR 1.20 per share (“Private Placement”).
The Company has already received binding commitment letters to acquire New Shares in the Private Placement at a price of EUR 1.20 per share for a maximum amount of EUR 2,754,797.05 from several investors which are partially subject to certain minimum or maximum allocation rates for 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 a 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 regarding the cooperation in the procurement of medical and healthcare 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 commitment agreement, a term sheet regarding the strategic cooperation was signed with Holland at Home, which includes, among other things, a joint use of sales channels in China and a cooperation in the area of nutritional supplements via the company “House of Nutrition”, an affiliated company of Holland at Home.
With the gross issue proceeds from the capital increase, windeln.de intends to strengthen the Company's liquidity position in order to cover the Company's still negative cash-flow until reaching break-even on the basis of adjusted EBIT. In addition, projects such as outsourcing the IT shop platform and moving the central warehouse in Germany are to be realized. The Company currently assumes that its financing is secured for the financial year 2020 and beyond. If the capital increase cannot be carried out to a sufficient extent and the Company is not provided with any further equity or debt capital, it may not have sufficient capital and may not be able to meet its payment obligations unless corresponding sales respectively cash-flows from the operational business can be generated. Further information on the capital increase and risk warnings can be found in the Rights Offering, 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 results for the financial year 2019 and the fourth quarter 2019 as well as an outlook for 2020 prior to the start of the subscription period.
Quirin Privatbank AG is accompanying the capital increase as issuing bank and will offer the New Shares to the shareholders in accordance with the Rights Offering.
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 commitments from Bodyguard and Holland at Home as new investors who not only want to participate with capital but with whom we will be able to reach even more Chinese customers with an attractive product range and additional sales channels."
This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America (the "United States"). This announcement is not an offer of securities for sale into 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, except pursuant to an applicable exemption from registration requirements under the Securities Act. No public offering of securities is being made in the United States.