Learnd SE

M&A Activity • Feb 23, 2024

ISIN LU2358378979

learnd SE

learnd SE: Acquisition of Ashdown Controls Group by learnd Acquisition S.à r.l./ Capital Increase in Kind

Ad-hoc | 23 February 2024 12:28

learnd SE / Key word(s): Acquisition/Capital Increase learnd SE: Acquisition of Ashdown Controls Group by learnd Acquisition S.à r.l./ Capital Increase in Kind

23-Feb-2024 / 12:28 CET/CEST Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by EQS News - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement.

AD-HOC ANNOUNCEMENT

Public disclosure of inside information according to Article 17 para. 1 of the Regulation (EU) No 596/2014 on market abuse (Market Abuse Regulation)

Acquisition of Ashdown Controls Group by learnd Acquisition S.à r.l./ Capital Increase in Kind

Luxembourg, February 23, 2024 – learnd Acquisition S.à r.l., a wholly owned subsidiary of learnd SE (ISIN: LU2358378979), has entered into a share purchase agreement to acquire the entire issued share capital of Ashdown HVAC Controls Limited, ACS Maintenance Limited & Ashdown Control Switchgear Limited, private companies limited by shares incorporated in the Republic of Ireland (the "Target") from its current shareholders (the "Transaction"). The Target operates in the field of building controls, energy and remote management solutions across the island of Ireland.

With the Transaction, learnd SE is successfully expanding its business activities into the EU, in line with its strategy to selectively pursue M&A opportunities and partnerships to consolidate the building management systems market and expand its operations

23.02.24, 12:38 EQS News – Financial News & Events Directly From The Source

geographically – with the aim of becoming the leading energy management provider in Europe.

The consideration consists of a mid-single digit million-euro amount plus an aggregate of 230,303 newly issued shares in learnd SE stemming from a capital increase against contribution in kind with exclusion of the preferential rights of existing shareholders to be transferred and delivered to the sellers of the Target by learnd SE increasing the outstanding share capital of learnd SE to EUR 1,008,763.55 divided into 26,269,884 shares without nominal value.

The completion of the Transaction is expected to occur on the date hereof subject to customary closing conditions.

Company	Media
Contact:	Contact:
Jennifer	Jobst
Rudder	Honig
5,	FGS
Heienhaff	Global
L-1736 Senningerberg	+49 171 86 29 967
Luxembourg	jobst@fgsglobal.com
jennifer.rudder@learnd.co.uk

End of Inside Information

23-Feb-2024 CET/CEST The EQS Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.eqs-news.com

Language:	English
Company:	learnd SE
	5, Heienhaff
	1736 Senningerberg
	Luxemburg
Phone:	+352 27 47 91 555
Internet:	https://learnd.co.uk/

23.02.24, 12:38 EQS News – Financial News & Events Directly From The Source

ISIN:	LU2358378979, LU2358379514
WKN:	A3CS4Z, A3GSW5
Listed:	Regulated Market in Frankfurt (General Standard); Regulated Unoffi cial Market in Berlin, Dusseldorf, Munich, Stuttgart
EQS News ID:	1844127
End of Announcement	EQS News Service