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Fabasoft AG — Share Issue/Capital Change 2017
Dec 11, 2017
9319_iss_2017-12-11_cb8c6e3b-be9d-40ff-bf1e-bdb1e094b002.pdf
Share Issue/Capital Change
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DGAP-Ad-hoc: FabasoftAG/ Keyword(s):Capital Increase FabasoftAG: FabasoftAGresolves cash capital increase
11-Dec-2017 / 17:40 CET/CEST
Disclosure of an inside information acc. toArticle 17 MAR, transmitted byDGAP- a service of EQSGroupAG. The issuer is solelyresponsible for the content of this announcement.
Not to be distributed, published or passed on in the United States,Canada, Australia or Japan or any other countries in which such a publication could be unlawful.
Linz, 11.12.2017. The Managing Board of FabasoftAG(Register No. 98699x) todayresolved a capital increase against cash contributions amounting up to 10%of the current share capital excluding subscription rights. Based on the authorisation granted by§ 4 (5) of the Articles ofAssociation of FabasoftAGand the available authorised capital, the share capital of FabasoftAGis to be increased byup to EUR1,000,000 against cash contributions byissuance of up to a total of 1,000,000 newvoting no-par bearer shares. The transaction is subject to the approval of the SupervisoryBoard of FabasoftAG.
The newshares carryfull entitlement to dividends in the fiscal year 2017/2018 and are to be offered to institutional investors bymeans of a private placementwithout a prospectus. The exact number of shares to be issued and the placement price will be determined within the framework of an accelerated bookbuilding process. Wherebythe placement price will be based on the weighted average stock exchange closing price of the FabasoftAGshare (XETRA) and will not be significantlybelowthis.
The newshares are to be admitted to trading without a prospectus on the regulated market segment (Prime Standard) of the Frankfurt Stock Exchange.
The actual implementation of the capital increase, the volume of the capital increase and the final placement price are subject to the approval of the SupervisoryBoard.
Furthermore, the majorityshareholder of FabasoftAG, Fallmann &Bauernfeind Privatstiftung, has declared its willingness to sell up to another 800,000 of the shares it holds at the discretion of the issuing bank, M.M. Warburg &Co (AG&Co.) KGaA, to qualified investors at the placement price still to be determined bythe company, should the capital increase be heavilyoversubscribed. The shares will onlybe sold to such qualified investors who itwould not be possible to take into consideration during the placement of the capital increase, or not completely, due to anyoversubscription. Fallmann &Bauernfeind Privatstiftung expects that this will lead to greater liquidityof the Fabasoft share in stock exchange trading. WherebyFallmann &Bauernfeind Privatstiftung currentlyholds approximately67.19 %, 4.9 %thereof indirect via FBBeteiligungenGmbH, of FabasoftAGshares,without taking the capital increase into account.
PLEASENOTE
Not to be distributed or published in the United States,Canada, Australia or Japan or any other countries in which such a publication could be unlawful. The distribution of this publication may be subject to statutory restrictions in some countries and for this reason any person in possession of this document or the information it includes should familiarise him/herself and complywith any such restrictions. Non-compliance with such restrictions could constitute a violation of capital market regulations in such countries.
This announcement constitutes neither an offer nor a solicitation to submit a bid for the purchase of Fabasoft AGsecurities in the United States of America, Austria,Germany or any other country.Neither this publication nor its contents may be used as the basis for an offer in any countrywhatsoever. The securities mentioned in the announcement have not been and will not be registered in compliance with the United States Securities Act from 1933 in its amended version (the 'Securities Act') and may neither be offered nor sold in the United States of America in the absence of registration with or exemption from the registration requirement of the Securities Act. The securities will not be registered under the Securities Act. There will be no public offering of the securities in the United States.
In the United Kingdom any offer is directed solely at (i) professional investorswho fall under Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)Order 2005 in its amended version (hereinafter referred to as the 'Order') or (ii) such personswho fall under Article 49(2)(a) to (d) of theOrder (high networth companies, unincorporated associations, etc., all such persons together being referred to as 'Relevant Persons'). This publication is directed solely atRelevant Persons. It must not be acted on or relied on by any other persons. Any investment or investment opportunity mentioned in this publication is available only to Relevant Persons and will be engaged in onlywith Relevant Persons.
In member states of the European Economic Area ('EEA') which have implemented the ProspectusDirective (each, a 'Relevant Member State'), any offer if made subsequently is directed exclusively at 'qualified investors' within the meaning of the ProspectusDirective ('Qualified Investors'). For these purposes, the term 'ProspectusDirective' meansDirective 2003/71/EC(including all amendments thereto, in particular the 2010 Directive Amending the ProspectusDirective, to the extent implemented in a Relevant Member State).
No action has been taken thatwould permit an offering of the securities, their acquisition or distribution of this announcement in any countries in which this is not permitted. Any person who comes into possession of this publication is required to familiarise him/herself and complywith any such restrictions.
Linz, 11 December 2017
The Managing Board of FabasoftAG
FabasoftAG(ISINAT0000785407; WKN922985; Bloomberg Code FAAGY;Reuters Code
FAAS.DE)
Linz, 11 December 2017
Leopold Bauernfeind, Member of the Managing Board
E-mail: [email protected], Telephone: +43 732 60 61 62
11-Dec-2017 CET/CESTThe DGAPDistribution Services include RegulatoryAnnouncements, Financial/Corporate News and Press Releases. Archive atwww.dgap.de
Language: English
Company: FabasoftAG Honauerstraße 4 4020 Linz Austria Phone: +43 732-606162-0 Fax: +43 732-606162-609 E-mail: [email protected] Internet: www.fabasoft.com ISIN: AT0000785407 WKN: 922985
Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Stuttgart, München,Hamburg, Düsseldorf
End ofAnnouncement DGAPNews Service