Mutares SE & Co. KGaA successfully completes capital increase with subscription rights
NOT FOR DISTRIBUTION, PUBLICATION OR RELEASE, EITHER DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION, PUBLICATION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS PRESS RELEASE.
Mutares SE & Co. KGaA successfully completes capital increase with subscription rights
- Successful placement of all new shares
- Unsubscribed new shares significantly oversubscribed
- Gross issue proceeds of approximately EUR 100 million
- Upcoming uplisting to the Regulated Market (Prime Standard)
Munich, 14 October 2021 – Mutares SE & Co. KGaA (ISIN DE000A2NB650 | WKN A2NB65 | ticker symbol “MUX”) (“Mutares” or “Company“) successfully completed the capital increase with subscription rights announced on 28 September 2021. A total of 5,140,439 new ordinary registered shares with no par value of the Company (“New Shares“) were offered during the subscription period from 30 September 2021 to 13 October 2021 (both dates inclusive) at a subscription ratio of 3:1 and a subscription price of EUR 19.50 per New Share (“Subscription Price“) in accordance with the terms and conditions of the subscription offer published in the German Federal Gazette (Bundesanzeiger) (“Subscription Offer“). 5,059,274 New Shares were subscribed under the Subscription Offer. This corresponds to around 98.4% of the total of 5,140,439 New Shares offered. All New Shares which have not been subscribed were placed in the market and significantly oversubscribed. After registration of the capital increase with the commercial register (Handelsregister), the share capital of the Company will thus increase EUR 15,496,292.00 by EUR 5,140,439.00 to EUR 20,636,731.00 by issuing 5,140,439 New Shares.
The gross issue proceeds from the capital increase amount to approximately EUR 100 million. With the net issue proceeds from the capital increase, Mutares intends to leverage current opportunities to accelerate growth through platform acquisitions of new portfolio companies, add-on acquisitions to strengthen existing portfolio companies as part of the buy-and-build strategy, and investments in existing portfolio companies.
“We would like to thank the existing and new shareholders for their trust and investment in Mutares. We are strongly convinced that we can now make our growth even more dynamic. And we are sure that the investment in Mutares will pay off. The additional financial strength makes us even more powerful for the big deals in the market and brings us much closer to our goal of becoming the leading special situations private equity firm in Europe”, says Robin Laik, CEO and major shareholder of Mutares. Members of the management board (Vorstand) of the Company’s general partner, members of the Company’s supervisory board (Aufsichtsrat) and a major shareholder of the Company supported the capital increase and subscribed for New Shares in the total amount of approximately 20% of the New Shares offered.
The capital increase still requires registration with the commercial register (Handelsregister) to become effective, which will be applied for shortly. The New Shares as well as the existing shares of the Company (together “Shares“) are expected to be admitted to trading on the Regulated Market (Regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) with simultaneous admission to the sub-segment thereof with additional post-admission obligations (Prime Standard) on or about 19 October 2021. The first day of trading in the Shares on the Regulated Market (Regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) (Prime Standard) is expected to take place on or about 20 October 2021.
Hauck & Aufhäuser Privatbankiers Aktiengesellschaft and Jefferies GmbH acted as Joint Global Coordinators for the transaction. Duxebridge Capital acted as financial advisor and Noerr Partnerschaftsgesellschaft mbB as legal advisor to Mutares. The Joint Global Coordinators were advised by McDermott Will & Emery LLP.
IMPORANT NOTICE
This press release may not be distributed, published or released in the United States of America, Canada, Australia or Japan. It does not contain or constitute an offer or solicitation of an offer to purchase or subscribe for any Shares or other securities of the Company in the United States of America, Canada, Australia, Japan or in any jurisdiction in which such offer or solicitation would be unlawful. The Shares referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended. The Shares may not be offered or sold in the United States of America. There was and will be no public offering of the Shares in the United States of America.
This press release constitutes neither an offer to sell nor a solicitation to buy Shares or other securities of the Company. The subscription period for the New Shares has already expired. A public offering of the New Shares in Germany was made solely on the basis of a securities prospectus approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – “BaFin“), which is available free of charge on the Company’s website (www.mutares.de) in the “Investor Relations” section (“Prospectus“). The New Shares have already been sold. The admission of the Shares to trading on the Regulated Market (Regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) with simultaneous admission to the sub-segment thereof with additional post-admission obligations (Prime Standard) is based on the Prospectus. However, the approval of the Prospectus by BaFin should not be understood as an endorsement of the Shares. Potential investors should purchase Shares solely on the basis of the Prospectus and should read the Prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the Shares.
Certain statements contained in this press release may constitute “forward-looking statements”. These forward-looking statements are based on the current views, expectations, assumptions and information of the Company’s management. Forward-looking statements are not guarantees of future performance and involve known and unknown risks and uncertainties. Due to various factors, actual future results, developments and events may differ materially from those described in these statements; neither the Company nor any other person assumes any responsibility whatsoever for the accuracy of the opinions contained in this press release or the underlying assumptions. The Company assumes no obligation to update any forward-looking statements contained in this press release. Furthermore, it should be noted that all forward-looking statements speak only as of the date of this press release and that the Company does not undertake any obligation, except as required by law, to update any forward-looking statements or to conform such statements to actual events or developments.