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Capital increase through the issue of subscription rights
Tele Columbus AG announces planned capital increase and determines subscription price of EUR 3.25 per new share
- Tele Columbus AG plans to issue up to 24,147,009 new shares
- Gross proceeds of around EUR 75 million expected
- As majority shareholder, Kublai GmbH plans to subscribe for all new shares offered to it
- The additional funds will support the implementation of the successful Fiber Champion Strategy and strengthen the equity base of Tele Columbus AG
Berlin, November 18, 2022. Tele Columbus AG (the “Company”) (ISIN: DE000TCAG172, WKN: TCAG17), a leading German fibre-optic network operator, is announcing plans to implement a capital increase with subscription rights. The new shares to be created under the measure will be issued from authorised capital and offered to shareholders for subscription. The Company expects to generate gross proceeds of around EUR 75 million from the capital increase with subscription rights.
On November 17, 2022, the Management Board and Supervisory Board of Tele Columbus AG adopted a resolution regarding a capital increase from authorised capital, pursuant to which up to 24,147,009 new shares will be issued. The new shares, which will carry full dividend rights with retroactive effect from 1 January 2022, are to be offered to shareholders for subscription. The subscription ratio is 34:3, which means that 3 new shares can be acquired for 34 old shares. The subscription price was set at EUR 3.25. To ensure the subscription ratio is even, the principal shareholder Kublai GmbH (“Kublai”) has waived subscription rights from two of its existing shares. Kublai will be offered 22,940,652 new shares for direct subscription in accordance with its subscription proportion and taking into account the partial waiver of subscription rights. As Kublai plans to subscribe for the full amount of new shares offered to it, gross proceeds of around EUR 75 million are expected from the capital increase with subscription rights.
“In Kublai GmbH, we have a financially strong partner at our side that fully supports Tele Columbus and our strategy,” says Daniel Ritz, CEO of Tele Columbus AG. “The fact that Kublai is subscribing for new shares totalling around EUR 75 million underlines the commitment it made when it first invested in Tele Columbus.”
A total of 1,206,357 new shares will be offered to the remaining shareholders by way of a public subscription offer. Once the German Federal Financial Supervisory Authority (“BaFin”) has granted its permission to publish the securities information document (Wertpapier-Informationsblatt) prepared for the public subscription offer, the Company will publish the subscription offer in the German Federal Gazette (Bundesanzeiger). The Company plans to implement the capital increase with subscription rights before the end of this year. The subscription offer will contain further details regarding the timetable for the public subscription offer, the exercise of the subscription rights by the remaining shareholders and the shareholders’ rights. The securities information document and the subscription offer will be available on the Company’s website in due course.
Tele Columbus AG is one of Germany’s leading fibre network operators which reaches more than 3 million homes. Via its brand PŸUR, the Company, offers high-speed internet including telephony and more than 200 TV channels. All of this via a digital entertainment platform that combines linear TV with video on demand entertainment. To its housing association partners the Tele Columbus Group offers tailored models of cooperation and state-of-the-art services such as telemetric and tenant portals. As a full-service partner for municipalities and regional utilities, the Company is actively supporting the fibre-based infrastructure and broadband internet expansion in Germany. For its business customers the Group offers carrier services and corporate solutions on its proprietary fibre network. Besides its headquarter in Berlin, the Company has locations in Hamburg, Leipzig, Ratingen and Unterföhring/Munich.
This publication constitutes neither an offer to sell nor a solicitation to buy securities. The public subscription offer in Germany will be made solely by the means of, and on the basis of, a securities information sheet, which, following permission of publication by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) (BaFin), will be published and available free of charge on the website of Tele Columbus AG (https://www.telecolumbus.com/investor-relations/).
The subscription rights and new shares 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 of America, absent registration or an applicable exemption from the registration requirements under the Securities Act.
In member states of the European Economic Area other than Germany or in the United Kingdom, any offer of securities will be directed exclusively at persons who are “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (“Prospectus Regulation”) or of the Prospectus Regulation as it forms part of the law of the United Kingdom by virtue of the European Union (Withdrawal Act) 2018.
In the United Kingdom, this announcement is only directed at persons who (i) are investment professionals falling within Article19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”) or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc. (all such persons together being referred to as “Relevant Persons”)). This document must not be acted on, or relied upon, by persons who are not Relevant Persons. In the United Kingdom, any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
This release may contain forward-looking statements. These statements reflect the Company’s current knowledge and expectations and projections about future events. By their nature, forward-looking statements involve a number of risks, uncertainties, assumptions and other factors that could cause actual results or events to differ materially from those ex-pressed or implied by the forward-looking statements. Such risks, uncertainties and assumptions may cause our actual results, performance or achievements to differ materially from those expressed or implied by such forward-looking statements. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this release may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements. Accordingly, investors are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this document.
All information contained in this release has been carefully prepared. However, no reliance may be placed for any purposes whatsoever on the information contained in this document or on its completeness. No representation or warranty, express or implied, is given by or on behalf of the Company or any of its directors, officers or employees or any other person as to the accuracy or completeness of the information or opinions contained in this document and no liability whatsoever is accepted by the Company or any of its directors, officers or employees nor any other person for any loss howsoever arising, directly or indirectly, from any use of such information or opinions or otherwise arising in connection therewith. The Company does not undertake any obligation to update or revise any information contained in this release, including forward-looking statements, whether as a result of new information, future events or otherwise.