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Tele Columbus AG announces intended launch of capital increase and sets subscription price at EUR 3.25 per new share
Berlin, 17 April 2021. Tele Columbus AG (the “Company”) (ISIN: DE000TCAG172, WKN: TCAG17), one of Germany’s leading fiber network operators, announces the intended launch of a capital increase by way of a rights offering in order to achieve a sustainable capital structure and to further implement its Fiber Champion strategy. The new shares for the rights offering will originate from a capital increase against contributions in cash with subscription rights for the shareholders of the Company resolved by the Company’s extraordinary general shareholders’ meeting on 20 January 2021 in connection with the public takeover offer by Kublai GmbH (“Kublai”). The Company expects gross proceeds from the rights offering in an amount of approximately EUR 475 million.
The management board and supervisory board of the Company today resolved that, following approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin)) of the related securities prospectus, the Company will offer 146.109.887 new shares in a public rights offering in Germany.
The new shares for the rights offering will originate from a capital increase as resolved by the Company’s extraordinary general shareholders’ meeting on 20 January 2021 in connection with the public takeover offer by Kublai. The new shares, which will have full dividend rights as from 1 January 2021, will be offered to the Company’s shareholders by means of subscription rights at a ratio of 55 to 63, i.e. 55 existing shares will entitle a shareholder to subscribe for 63 new shares. The subscription price per new share has been set at EUR 3.25. The Company does not intend to apply for trading of the subscription rights on the regulated marked (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse).
According to a backstop agreement entered into between the Company and Kublai on 21 December 2021 in connection with the public takeover offer by Kublai, Kublai has undertaken to exercise its subscription rights in the rights offering and to directly subscribe such number of new shares which, multiplied with the subscription price, together with the aggregate subscription price payable by the Company’s other existing shareholders who have exercised their subscription rights, will result in gross proceeds from the offering in the amount of EUR 475 million (“Backstop Cap”). If, after exercise of its subscription rights, the aggregate subscription price payable by Kublai and together with the aggregate subscription price payable by the Company’s other existing shareholders who have exercised their subscription rights, falls short of the Backstop Cap, Kublai has undertaken to directly subscribe for such number of additional new shares not subscribed in the rights offering (to the extent available) at the subscription price as is required to reach the Backstop Cap.
Because the dividend entitlement for the Company’s new shares as of 1 January 2021 will initially deviate from that of the Company’s existing shares, the new shares will initially be assigned a different ISIN, WKN and Ticker Symbol than the existing shares. After the general shareholders’ meeting of the Company, which will resolve on the distribution of dividends (if any) for the financial year ended 31 December 2020 with respect to the existing shares, has taken place, the new shares will be assigned the same ISIN, WKN and Ticker Symbol as the existing shares
The Company will publish a securities prospectus following the approval by the German Federal Financial Supervisory Authority (BaFin) that will form the basis of the subscription offer, which will be published in the Federal Gazette (Bundesanzeiger) in due course. The securities prospectus, which is expected to be published in a timely manner, and the subscription offer will contain further details regarding the subscription period during which shareholders may exercise their subscription rights and the expected timing of the admission to trading of the new shares on the regulated market of the Frankfurt Stock Exchange (Prime Standard).
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 250 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. Since January 2015, Tele Columbus AG is listed on the regulated market (Prime Standard) of the Frankfurt Stock exchange.
This publication is not for publication or distribution, directly or indirectly, in or into the United States of America, Canada, Australia or Japan. This publication is not an offer of securities for sale into the United States, Canada, Australia or Japan. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States, Canada, Australia or Japan.
This publication constitutes neither an offer to sell nor a solicitation to buy securities. The offer will be made solely by the means of, and on the basis of, a securities prospectus which is yet to be published. An investment decision regarding the publicly offered securities of Tele Columbus AG should only be made on the basis of the securities prospectus. The securities prospectus will be published promptly upon approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin)) and will be available free of charge on the Tele Columbus AG website.
This publication may in the United Kingdom only be distributed to, and is only directed at, persons who are “qualified investors” within the meaning of Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, and who are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), or (ii) 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 publication is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity in shares of the Company is available only to Relevant Persons and will be engaged in only with Relevant Persons.